Articles of Associations

Adopted at the Annual General Meeting on 8 June 2022

§ 1 Company Name

The company’s name is W5 Solutions AB (publ).

§ 2 Registered Office

The Board of Directors shall have its registered office in Nacka Municipality.

§ 3 Business Activities

The company shall act as a supplier (distributor and manufacturer) of systems and products to the defence industry, government agencies, police, and other clients. The systems and products may consist of components, water purification, communication, and search equipment. The business also includes installation, maintenance, and training within the same field, as well as other related activities.

§ 4 Share Capital

The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Number of Shares

The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

§ 6 Board of Directors

The Board of Directors shall consist of not fewer than three (3) and not more than six (6) members, with not fewer than zero (0) and not more than six (6) deputy members.

§ 7 Auditors

The company shall have one (1) or two (2) auditors, with or without deputy auditors. An authorised public accountant or a registered audit firm shall be appointed as auditor.

§ 8 Notice of General Meeting

Notice of a general meeting shall be given through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company’s website. An announcement that notice has been issued shall also be published in Dagens Industri.

§ 9 Right to Attend General Meetings

To be entitled to participate in a general meeting, shareholders must be listed in the share register on the record date for the meeting, as determined in accordance with the Swedish Companies Act, and must notify the company no later than the date specified in the notice of the meeting. This date must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and must not be earlier than the fifth weekday prior to the meeting.

Shareholders may bring one or two assistants to the meeting, provided that the shareholder notifies the company in accordance with the previous paragraph.

§ 10 Business at the Annual General Meeting

The Annual General Meeting shall be held annually within six (6) months of the end of the financial year. The following matters shall be addressed:

  • 1. Election of a chairman for the meeting.
  • 2. Preparation and approval of the voting list.
  • 3. Election of one or two persons to verify the minutes.
  • 4. Determination of whether the meeting has been duly convened. 
  • 5. Approval of the agenda.
  • 6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and consolidated auditor’s report.
  • 7. Resolutions on:
  • a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
  • b) allocation of the company’s profit or loss in accordance with the adopted balance sheet,
  • c) discharge from liability for the Board members and the CEO.
  • 8. Determination of fees for the Board and the auditor.
  • 9. Election of Board members and auditors, and any deputy auditors.
  • 10. Any other business that is required to be addressed at the meeting in accordance with the Swedish Companies Act or the Articles of Association.

§ 11 Financial Year

The company’s financial year shall be 1 January to 31 December. 

§ 12 CSD Clause

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 13 Venue for General Meetings

General meetings shall be held in Nacka Municipality or Stockholm Municipality.