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ARTICLES OF ASSOCIATION

Hexicon’s Articles of Association, most recently adopted at the Annual General Meeting held in Stockholm on 31 March 2021, outline several fundamental aspects of the company. The Annual General Meeting (AGM), being the highest decision-making body, ensures these key elements are clearly defined:

  • The nature of the company’s operations

  • The composition and registered office of the Board of Directors

  • The amount of share capital

  • Regulations regarding different classes of shares (e.g., Series A and Series B)

  • Procedures for converting shares

  • The total number of shares

  • The process for providing notice of an Annual General Meeting

These articles provide a solid foundation for Hexicon’s governance and operational framework.

  • Adopted at the extraordinary general meeting held on 31 March 2021.

    § 1. Name of the company
    The company’s name is Hexicon AB (publ). The company is a public company (publ).

    § 2. Registered office
    The registered office of the board of directors shall be in the county of Stockholm, the municipality of Stockholm.

    § 3. Objects of the company
    The company designs and manufactures, sells and operates offshore wave and wind turbines as well as conducts compatible operations therewith.

    § 4. Share capital
    The share capital shall amount to not less than SEK 2,000,000 and not more than SEK 8,000,000.

    § 5. Number of shares
    The number of shares shall be not less than 200,000,000 and not more than 800,000,000.

    § 6. Board of directors
    The board of directors shall consist of not less than 3 and not more than 10 members without deputy members.

    § 7. Auditors
    The shareholders at a general meeting shall appoint one or two auditors with no more than two deputy auditors. A registered accounting firm may also be elected auditor.

    § 8. Notice
    Notice of general meetings of shareholders, shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Svenska Dagbladet that a notice has been made. Shareholders wishing to participate in general meetings must notify the company no later than the date specified in the notice of the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

    § 9. Matters to be addressed at annual general meetings
    The following business shall come before the annual general meeting:

    1. Election of a chairman of the meeting.

    2. Preparation and approval of the voting list. 

    3. Approval of the agenda.

    4. Election of one or two persons to attest to the accuracy of the minutes. 

    5. A decision on whether proper notice of the meeting has been made.

    6.  Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the group.

    7.  Resolutions regarding:
      a) adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet
      b) discharge from liability of the members of the board of directors and the CEO.
      c) disposition of the company’s earnings or losses in accordance with the approved balance sheet.

    8. Decisions on the number of directors and deputy directors and, if appropriate, on the number of auditors and deputy auditors, who shall be appointed by the meeting.

    9.  A decision on the compensation that shall be paid to the board of directors and auditors.

    10.  Election of members of the board of directors and deputy directors.

    11.  Where appropriate, election of auditors and deputy auditors.

    12. Other business that shall be dealt with at the meeting in accordance with the Swedish Companies Act (2005:551).

    § 10. Collection of proxy forms and postal voting
    The board of directors may collect proxies at the company’s expense pursuant to the procedure stated in chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors may also, prior to a general meeting, resolve that shareholders shall have the option to exercise their voting rights by means of postal voting pursuant to the procedure stated in chapter 7, section 4 a, second paragraph of the Swedish Companies Act (2005:551).

    § 11. Financial year
    The financial year of the company shall be 1 January – 31 December.

    § 12. CSD clause
    The company’s shares shall be registered in a record day register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).