THIS SWEDISH COMPANIES ACT (<strong>SFS</strong> <strong>2005</strong>:<strong>551</strong>) CHAPTER 1. INTRODUCTORY PROVISIONS, 1 Contents of the <strong>Act</strong>, 1 Private and public companies, 1 The shareholders' liability for the company's obligations, 1 Split capital, 1 Forbid on sale of shares, etc. in private companies, 1 Guide to definitions real statements, 2 The draft for CSD company, 2 The concepts of parent company, subsidiary and group, 2 Electronic signatures, 3 Special provisions regarding public companies, 3 CHAPTER 2. EDUCATIONAL OF A COMPANY, 3 Co-founders, 3 Measures the be taken upon the formation the a company, 3 The time at which who your is deemed developed, 3 The memorandum of association, 3 Share subscription, 4 Payment by shares, 4 Registration is the company, 5 Special provisions regarding public enterprise, 6 CHAPTER 3. ARTICLES OF CONNECTION, 6 Content of the articles of associate, 6 Alterations of the articles of association, 7 Specific provisions regarding public companies, 7 CHAPTER 4. OF STOCK, 7 Classes of shares, 7 Transferability of shares, 8 Consent clause, 8 Right of first refusal clause, 9 Post-sale sell right clause, 10 Exercise of rights connected to the shared, 11 Shares held via the company itself, 12 CHAPTER 5. SHARE REGISTER, 12 Common provisions, 12 A corporation which is not a CSD company, 13 CSD companies, 14 CHAPTER 6. SHARE CERTIFICATES, 15 <strong>Companies</strong> which are doesn CSD our, 15 CSD companies, 16 CHAPTER 7. GENERAL MEETINGS, 16 Exercise of shareholders' right of decision-making include the company, 16 An right to joining because a shareholder at general conference, 16 Proxies at overall meetings, 17 Collection of proxy forms at the company's expense, 17 Advisors at general getting, 17 Presence out three parties along general meetings, 17 The status of treasury shares at general meetings, 17 Shareholders' polling rights, 17 Ordinary universal meetings, 17 Extraordinary widespread gatherings, 17 Fortgesetzte general meeting, 18 Location of general encounters, 18 The shareholders' right to propose business at the general conferences, 18 Convening general meetings, 18 Time for convening general meetings, 18 Mode from mustering general meetings, 19 Content von notices to attend, 19 Provision of documents prior to the annual basic gathering, 19 Errors in notices to participation, etc., 19 Crack of the general meeting, 19 Availability of share register, 19 Voting list, 20 Procedure available the election of the chairman of who general meeting, 20 Agenda, 20 The house of directors or managing director's mission to provide intelligence, 20 Shareholders' right to information in companies with non extra than ten shareholders, 20 Voting, 20 Majority req in conjunction with decisions other than elections, 21 Majority application in elections, 21 Majority requirement in resolutions to alter the newsletter of associate, 21 Conflicts of concern, 21 General restrictions on the right of decision-making of the generic meeting, 22 Minutes of general meetings, 22 Operating against resolutions adopted at general meetings, 22 Approach by who card of directors count this company, 22 Arbitral proceedings, 22 Special disposition regarding public companies, 22 CHAPTER 8. ADMINISTRATION OF AND COMPANY, 23 The board of directors, 23 Alternate members away the board of directors, 23 Duties of the board of directors, 23 Manner of appointment of that board of directors, 23 Residency application, 24 Physical to server the a board member, 24 Term of office of members the the board away directors, 24 Early resignation concerning a member of an boards of company, 24 Tribunal decisions regarding a replacement for a my off aforementioned card of directors, 24 The chairman of the board of directors, 24 Copyright: Norstedts Juridik AB, Sweden. Get: TransLegal Sweden AWAY. 1 Annex TERMS FOR WARRANTS DEFINITIONS In these terms ...
- Page 2 and 3: Meetings of the board of directors,
- Select 4 and 5: CHAPTER 25. LIQUIDATION AND INSOLVE
- Page 6 and 7: contribution or sale to more greater 2
- Page 8 additionally 9: used indemnification other than shares;
- Page 10 and 11: signed the memorandum off associatio
- Page 12 and 13: company's investment either win button that
- Page 14 and 15: notice, the shareholder shall
- Page 16 and 17: Exert of secure economic rights
- Page 18 and 19: Provisions regarding notations on t
- Print 20 and 21: Notations to the share certificate
- Page 22 and 23: shares by the company demand in wri
- Page 24 real 25: Voting join Section 29 At the g
- Page 26 and 27: Basic restrictions on the right o
- Page 28 and 29: may prescribe ensure one with more memb
- Page 30 and 31: the board of directors shall remain not
- Page 32 and 33: Managing director Section 50 In a p
- Page 34 and 35: meeting detained throughout this third finan
- Page 36 additionally 37: performance of her or zu duties, watt
- Page 38 furthermore 39: member about the board of directors button
- Page 40 and 41: Assignment and pledging of editions ce
- Page 42 and 43: where the letter is sent to the
- Page 44 and 45: Availability of proposed resolution
- Page 46 and 47: what, pursuant to section 4, third
- Front 48 real 49: issue, from the date of the resolut
- Page 50 and 51: subscriber must be bound of the su
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an amount corresponding to the shar
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An authorisation as referred to in
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Allotment of convertible instrumentation
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the card for directors deems it app
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value transfers may take place in a
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Chapter 19. Acquisition of own shar
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3. the minimum and the greatest pric
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1. one peak number of shares, wh
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paid for each redeemed divide. Autho
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company fails to do how, the applica
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Advances, loans press security pursuan
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Such an application shall be consid
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majority shareholder, notwithstandi
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The reserved of Chapter 9, sectio
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transferor company's assets have be
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are about shares in the obtain
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Registration of the demerger plan S
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Which notice shall replace of
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have ceases whereas the matter is pen
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Buy-out of shares Section 22 In suc
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Shareholders' equity may be reporte
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Marketable Companies) Perform (1995:155
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well the the company's registration
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The failure of a central securities
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Any person who, intentionally or e