| §1 |
The name of the Company shall be Sensys Traffic Aktiebolag. The Company is a public limited liability company (publ). |
| §2 |
The Company's registered office shall be located in the Municipality of Jönköping, in the County of Jönköping, Sweden. |
| §3 |
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. |
| §4 |
The share capital shall amount to not less than SEK 8,000,000 (eight million Swedish kronor) and not more than SEK 32,000,000 (thirty-two million Swedish kronor). |
| §5 |
The number of shares shall amount to not less than 160,000,000 (one hundred and sixty million) and not more than 640,000,000 (six hundred and forty million). |
| §6 |
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. |
| §7 |
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. |
| §8 |
The Company's financial year shall be the calendar year. |
| §9 |
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. |
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| §10 |
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.
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| §11 |
To be entitled to attend a shareholders' meeting, shareholders must notify the Company of their intention to attend such meeting not later than by 12 noon 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 workdays 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.
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| §12 |
The Company's shares shall be registered in a record register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479). |