These Articles of Association were adopted by the Extraordinary General Meeting of Shareholders held on May 11, 2021.
The name of the Company shall be Sensys Gatso Group Aktiebolag. The Company is a public limited liability company (publ).
The Company's registered office shall be located in the Municipality of Jönköping, in the County of Jönköping, Sweden.
The Company's business activity shall be to develop, manufacture and market products and consultancy services within traffic monitoring and traffic informatics, as well as other related activities.
The share capital shall amount to not less than SEK 15,000,000 (Swedish kronor) and not more than SEK 60,000,000.
The number of shares shall amount to not less than 300,000,000 and not more than 1,200,000,000.
The Board of Directors shall consist of not less than three members and not more than seven members, with not more than three deputy members.
The Company shall have one or two auditors with up to two deputy auditors. Auditors appointed shall be either authorised public accountants or a registered firm of accountants.
The Company's financial year shall be the calendar year.
The Company shall hold a General Meeting of Shareholders each year with the following agenda:
1 Election of chairman of the meeting.
2 Establishment and approval of a voting list.
3 Approval of the agenda of the meeting.
4 Election of one or two officers to verify the minutes.
5 Determination of whether the meeting has been properly convened.
6 Presentation of the annual report and accounts and, where appropriate, consolidated accounts and group audit report.
7 Resolutions regarding the following items:
a) Adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and consolidated balance sheet;
b) The treatment of the Company's profits or losses as shown in the balance sheet adopted by the meeting;
c) Discharge from liability of the members of the Board of Directors and the Chief Executive Officer.
8 Determination of the number of members of the Board of Directors and deputy members and, where appropriate, the number of auditors and deputy auditors.
9 Determination of the fees to be paid to the members of the Board of Directors and the auditors.
10 Election of the members of the Board of Directors and deputy members and, where appropriate, the auditors and deputy auditors.
11 Other items to be addressed by the shareholders' meeting in accordance with the Swedish Companies Act or that have been referred, in due order, to the shareholders' meeting.
Notices convening shareholders' meetings shall take place in the form of an announcement in Post och Inrikes Tidningar [Swedish Official Gazette] and on the company web site. An announcement about that should be advertised in the Dagens Industri newspaper.
To be entitled to attend a shareholders’ meeting, shareholders must notify the Company of their intention to attend such meeting not later than on the day stipulated in the notice convening the meeting. This latter-mentioned day may not be a Saturday, Sunday, public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be less than five weekdays before the shareholders’ meeting. Shareholders may be accompanied to shareholders’ meetings by a maximum of two assistants, provided the shareholder notifies the Company of the number of assistants in the manner stated in the preceding paragraph. The Board of Directors may gather proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors may before a shareholders’ meeting resolve that the shareholders shall be entitled to vote by post prior to the shareholders’ meeting.
The Company’s shares shall be registered in a record register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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