Chapter 1. Introductory provisions



The law's content



section 1 of this Act contains provisions relating to limited companies.

The provisions relating to



-formation of public limited liability companies (Chapter 2),



-articles of incorporation (Chapter 3),



-shares (Chapter 4),



-share book (Chapter 5.)



-share certificates (Chapter 6),



-General meeting (Chapter 7),



-company management (Chapter 8),



-revision (Chapter 9),



-General and special examination (Chapter 10),



-increase in share capital, the issuance of new shares, taking

of certain cash loans, etc. (11 kap.)



-bonus issue (chap. 12),



-new issue of shares (Chapter 13.)



-issuance of warrants with the accompanying drawing of new

shares (Chapter 14)



-issuance of convertible bonds with consequent conversion to new

(15.),



-certain directed placements etc. (chap. 16),



-transfers of value from the company (chapter 17.)



-distribution of profits (chapter 18.)



-purchase of own shares etc. (Chapter 19),



-reduction of the share capital and the statutory reserve (Chapter 20),



-loans from the company to the shareholders and others. (21.)



-redemption of minority shares (Chapter 22);



-mergers of limited liability companies (Chapter 23.)



-Division of public limited companies (Chapter 24),



-liquidation and bankruptcy (Chapter 25),



-replacement of the General category (26.),



-registration (Chapter 27);



-public limited company (Chapter 28),



-damages (chapter 29),



penalties and liquidated damages (Chapter 30),



-Appeal (ch. 31), as well as



-joint-stock company with special dividend restriction (Chapter 32).

Act (2005:812).



Private and public limited companies



paragraph 2 of the joint stock company is a private limited company or a public

joint-stock company.



A private limited company can be a corporation with special

payout limit under the provisions of Chapter 32.



The law applies to all limited companies, unless otherwise provided.

Act (2005:812).



Shareholders ' liability



section 3 of a limited company, the shareholders have no personal

liability for the company's obligations.



In chapter 25. Article 19 contains provisions on personal

liability of shareholders in connection with the

winding-up obligation due to capital shortage.

Law (2007:317).



Share capital



section 4 of The public limited-liability company shall have a share capital. The share capital

shall be determined in the company's accounting currency. Of Chapter 4. 6 §

the accounting Act (1999:1078) shows that accounting currency,

be either Swedish kronor or euro.



§ 5 If the share capital is in dollars, it will amount to

at least 50 000 SEK.



If the share capital is determined in euro and has been particularly in

Since the company was formed, it should amount to at least the

amounts in euro according to the European central bank as

fixed exchange rate corresponded to 50 000 $ Have

the share capital has been previously determined in dollars, the amount

not less than the amount in euro as at the change of

accounting currency equivalent to 50 000 SEK.



In the case of public limited companies apply to section 14 instead of the first

and second subparagraphs. Law (2010:89).



section 6, If the share capital is divided into several shares,

represents each share an equal proportion of the share capital.

The stock's share in capital stock represents the quota value of the share.



The prohibition of the dissemination of shares etc. in private limited companies



paragraph 7 of a private limited company or a shareholder in such a

companies may not by advertising to try to spread the shares or

subscription rights of the company or debentures or

warrants that the company has released.



A private limited company or a shareholder in such a company

may not otherwise attempt to spread in the first paragraph

specified securities by offering more than 200 persons to

Subscribe or purchase securities. However, this does not apply if

the offer is addressed only to a circuit that has

reported interest in such deals, and the number of offered

items not exceeding 200.



The prohibitions in the first and second subparagraphs shall not apply to deals

relating to the transfer of a maximum of ten acquirers. The prohibitions

also does not apply in the case of limited companies, with particular

payout limit. Act (2005:812).



paragraph 8 of the securities referred to in section 7 shall, so long as the company is

private, not be subject to trading on a regulated market, an

the corresponding market outside the European economic

area or any other organized market place.

Law (2007:566).



Where to find definitions and explanations



section 9 Provisions of the importance of the following concepts, terms, and

expressions, see the following sections:



absorption Chapter 23. 1 §



contribution Chapter 2. 6 §



record company 10 §



record day provision section 10



change of accounting currency Chapter 3. section 8



sharing 24 Cape. 1 §



the share consideration 24. section 2 of the



subsidiary section 11



underwriting decision 11 kap. section 2 of the



the issue of evidence Chapter 11. 4 §



Fund share Chapter 11. 4 §



Fund share Award 11 kap. 4 §



bonus share rights evidence 11 kap. 4 §



bonus issue 12 Cape. 1 §



Fusion 23 Cape. 1 §



merger consideration Chapter 23. section 2 of the



preferential rights, Chapter 4. paragraph 3 of the



an option to purchase subject Chapter 4. section 18



cross-border merger Chapter 23. 36 §



pre-emption subject Chapter 4. section 27



redemption of title 20 chapter. 31 §



or provisional certificates Chapter 6. § 9



combination Chapter 23. 1 §



Group-section 11



conversion 11 kap. 4 §



convertible 11 kap. 4 §



quota value 6 §



lay Auditors 10. 1 §



ransom evidence 22 Cape. section 13



maximum share capital Chapter 3. 1 §



minimum capital Chapter 3. 1 §



section 11 of the parent company



conversion of Title 4 chapter. 6 §



consolidation of shares 4 Cape. section 46



samtyckesförbehåll Chapter 4. section 8



founders Chapter 2. 1 §



Memorandum 2 kap. paragraph 5 of the



particular method of receiver 8. 40 §



Special signatory Chapter 8. 37 §



special examiner 10 Cape. section 21



warrant 11 kap. 4 §



warrant evidence 11 kap. 4 §



subscription right 11 kap. 4 §



subscription legal evidence 11 kap. 4 §



applicable law if

annual report 12 a of the



share split 4 Cape. section 46



central securities depository section 10 b



annual general meeting 7. 10 §



excess shares 4 Cape. 47 §

Law (2016:60).



Record companies



section 10 A record company is a limited liability company whose articles of association contain caveats that the company's shares shall be registered in a record day register according to the law (1998:1479) on CSDs and the accounting of financial instruments (the record day provision).



In a record company's shares shall be registered in a record day register of the company. Law (2016:60).



10 a of for the purposes of this law, with a central securities depository register pursuant to the Act (1998:1479) on CSDs and the accounting of financial instruments treated in a corresponding register kept by such central securities depository, as referred to in Regulation (EC) no 909/2014 of 23 July 2014 on improving securities settlement in the European Union and of central securities depositories and amending Directive 98/26/EC and 2014/65/EC and Regulation (EU) no 236/2012 in the original wording, which is established in another country within the European economic area other than Sweden.



An account in the register shall be treated as equivalent to a clearing account in accordance with the Swedish central securities depositories and the accounting of financial instruments. Law (2016:60).



10 (b) § With central securities depository and central securities depository from a third country ' means the same as in Chapter 1. paragraph 3 of the law (1998:1479) on CSDs and the accounting of financial instruments. For the purposes of Chapter 5. 12, 12(a), 16, 18 and 19 of this law shall be equated with a central securities depository from a third country which is recognised under article 25 of Regulation (EC) no 909/2014, in the original wording. Law (2016:60).



The concepts of parent companies, subsidiaries and consolidated



section 11 of a corporation is the parent company and another legal entity

is a subsidiary, if the limited liability company



1. holds more than half of the votes of all the shares or

shares of the legal entity,



2. own shares or units of the legal person and on

because of agreements with other partners in this disposes of more than

half of the votes for all shares or units,



3. own shares or units of the legal entity and have

the right to appoint or remove more than half of the members of the

its Board of directors or equivalent governing body, or



4. own shares or units of the legal entity and have

the right to solely exercise a dominant influence over this on

because of the agreement with the legal entity or by

provision in its articles of Association, partnership agreements or

comparable bylaws.



Furthermore, a legal entity, subsidiary to the parent company,

If another subsidiary to the parent company or parent company

together with one or more other subsidiaries or more

other subsidiaries together



1. holds more than half of the votes of all the shares or

shares of the legal entity,



2. own shares or units of the legal person and on


because of agreements with other partners in this disposes of more than

one half of the voting power of the shares or units, or



3. own shares or units of the legal entity and have

the right to appoint or remove more than half of the members of the

its Board of directors or equivalent governing body.



If a subsidiary owns shares in a legal

person and because of the agreement with the legal entity or

because of the provision in its articles of Association, partnership agreements or

similar statutes have the right to solely exercise a

control of that legal entity, is also

This subsidiary of the parent company.



The parent company and subsidiaries together form a group.



With Group companies referred to in this law company in the same group.



section 12 of the cases referred to in paragraph 11 1-3

subparagraph, such rights that belong to anyone who

acting in his own name but on behalf of another natural or legal

person's behalf shall be deemed to accrue to the person.



In determining the number of votes in a subsidiary undertaking to be taken into account

not the shares in the subsidiary held by the

the subsidiary itself or by its subsidiaries. The same

applies to shares held by the person acting in his own

name of the subsidiary's or its subsidiaries '

Bill.



The concept of the law applicable on the annual report



§ 12 applicable law (a) if the annual report referred to in this law

annual accounts Act (1995:1554) or, in the case of limited companies

which are wholly or partly covered by the Act (1995:1559) if

annual accounts for credit institutions and securities companies or

Act (1995:1560) on the annual accounts of insurance undertakings, these

the respective laws and regulations have been issued under

of them. In the case of companies which are setting up or shall establish

consolidated financial statements pursuant to European Parliament and Council

Regulation (EC) No 1606/2002 of 19 July 2002 on the application

international accounting standards ' shall also, as far as

apply to the consolidated accounts, the accounting standards have

adopted on the basis of the regulation. Law (2010:2071).



Application of certain provisions when the company lacks an auditor



12 b of the provisions of this Act relating to the company's auditor and, if

the audit report as the auditor leaves the case

only if the company in accordance with the law shall have an auditor or still has a

Auditor. Law (2010:834).



Signature with electronic signature



section 13 of the Act pursuant to this law shall be signed

may, if otherwise not specified, signed with advanced

electronic signature pursuant to the Act (2000:832) if qualified

electronic signatures. Law (2006:486).



Special provisions applicable to public limited-liability companies



section 14 If the share capital of a public limited-liability company is particularly in

Crowns, there shall be at least 500 000 SEK.



If the share capital of a public limited-liability company is particularly in euro

and have been determined in euros since the company was formed, the

shall not be less than the amount in euro according to the European

the Central Bank fixed the exchange rate at that time was the equivalent of 500 000 SEK.

Share capital has previously been decided in SEK, the

shall not be less than the amount in euro as at the change of

accounting currency equivalent to 500 000 SEK.



Chapter 2. Formation of limited liability company



Founders



§ 1 a limited liability company formed by one or more persons or

legal persons (founders). Law (2014:539).



section 2 of The who is a minor or bankrupt or who has

trustee under Chapter 11. 7 § parental code cannot be

founders. The same applies to whoever has the disqualification

follows from section 11 of the Act (2014:836) on disqualification.

Law (2014:848).



Measures to be taken when a company is formed



§ 3 when a company is formed, the following steps are taken:



1. The founder members shall draw up a draft of a memorandum

According to the provisions of §§ 5-10.



2. One or more among the founder members shall subscribe for all

shares in the company under the provisions of section 12.



3. The shares shall be paid in accordance with the provisions of §§ 15-19.



4. The founder members shall complete, date and sign

instrument of incorporation.



5. the Management Board shall notify the company for registration under

the provisions of sections 22 and 23.



When the company is considered to be formed



section 4 of the Company is considered to be formed when the Charter has

signed by all the founders.



By sections 24 and 25, it appears that the issue of company formation falls on

registration is not made within the specified period of time and that the company may

legal capacity until the registration of the

the company.



Charter of Foundation



Stiftelseurkundens content



paragraph 5 of the memorandum, the founders set



1. how much should be paid for each share

(the subscription price), and



2. full name, social security number or, if there is none,

date of birth and postal address for Board member and, in

where applicable, to the Auditors, Deputy Director,

Deputy auditor and lay Auditors. If the auditor is a

registered, its registration number

specified.



Where appropriate, it should also be specified if



1. a share to be subscribed for with the right or obligation to

pay the share of property other than money,



2. a share to be subscribed for with the right or the obligation for the

company to take over the property against any other consideration than

shares,



3. a share to be subscribed in other conditions,



4. the company shall reimburse the costs of incorporation, and



5. any other means to get special rights

or benefits of the company.



Such a provision referred to in the second subparagraph shall appear in

their entirety in its founding Charter.



The exercise price referred to in the first subparagraph 1 shall not be less than

the quota value of the share. The par value shall be calculated on the basis

of the articles of Association, information on share capital and number of

shares. If the articles of Association provides for a minimum capital

and a maximum and a minimum and maximum number of shares,

should the calculation done by the maximum specified

the share capital is divided by the maximum number of shares or

the minimum share capital with the lowest number of

shares. Law (2010:834).



section 6 of the Only property that is or likely to be of use to

the company's activities may constitute the property referred to in paragraph 5 of the

second subparagraphs 1 and 2 (contribution in kind). In kind,

not comparable commitment to perform work or provide

service. The value of the contribution in kind shall not be set higher than the

fair value for the company.



paragraph 7 of the memorandum shall contain a statement of the

circumstances that may be relevant for the assessment of the

provisions referred to in paragraph 5 of the second paragraph of the assessment

of the value of the contribution in kind. The report shall indicate how

the value of such consideration has been determined and the legal and

economic views have been taken into consideration in the valuation.

The following particulars must be mentioned in particular:



1. name, personal identity number or corporate registration number and place of residence

with regard to the meaning of a provision,



2. the value contribution is expected to be taken up

to in the balance sheet, and



3. number of shares in the company or other compensation to be

submitted for consideration other than in cash.



section 8 of the Charter shall specify the maximum

estimated amount of the costs of incorporation as

According to the memorandum shall be borne by the company. If it is not

incurred other costs of incorporation than General

fees and customary costs for establishment of

instrument of incorporation and similar work, however, the task of

the costs are not provided.



In the case of public limited companies apply section 28.



section 9 If a written agreement is drawn up in respect of such a

provision referred to in paragraph 5, second subparagraph, shall contract or

a copy of the contract attached to the instrument of incorporation or in

the Charter made a reference to the agreement with the task

If it was available to the share subscribers. The contents of the

an oral agreement shall in its entirety be taken up in

instrument of incorporation.



When a movement supplied or taken over, to what is said in

the first paragraph of written agreements also apply balance-and

profit and loss accounts for the movement during the movement's last two

fiscal year. In the memorandum shall be a

information on operating profit during the period thereafter. If

balance sheet and income statement has not been prepared for the movement,

the memorandum provided an indication of operating

results in the said accounting years.



section 10 of the Charter must contain an incorporation.

Provisions of the articles of content, see Chapter 3.



Effect of non-cash provisions, etc. have been recognized on

wrong way



section 11 of the third paragraph Of section 5 or 7 or 9 have not

complied with in respect of a specific provision of the Charter,

This provision without action against the company.



Share subscription



How the shares shall be subscribed for



section 12 of the subscription shall be made in the instrument of incorporation. A

share subscriptions made otherwise enforceable

only if the company is registered without having to share the Subscriber

prior to this, the reported error with the companies registration office.



The share subscription shall become binding for the Subscriber when

the Charter has been signed by all founders.



Effect of shares subscribed with deviating conditions



section 13, if a stock has been signed with conditions that do not correspond

consistent with its founding Charter, can share the Subscriber cannot rely on

the condition.



Effects of conditions for share subscription has not been met



section 14 of the company's registration can a stock Illustrator not as

basis for the share subscription is invalid to invoke a

the terms of the Charter have not been met.



Payment of the shares



Minimum payable for a share




section 15 of the payment for a share shall not be less than the stock's

quota value. The par value shall be calculated as

set out in paragraph 5.



If a stock has been purchased on terms which are contrary to the first

subparagraph, shall be an amount equal to the par value anyway

paid. Law (2007:317).



How the shares shall be paid



section 16 of the shares shall be paid in cash or, if a provision

If this is found in the Charter, in kind.



Payment in money



section 17 of the Payment of money shall be effected by deposit of an

particular account as the founders have opened for the purpose of a

Bank, a credit market company or a corresponding foreign

credit institutions in a State of the European economic

area. Amounts credited to the account may be lifted

only when the full amount is payable in money has been

in to your account and its founding Charter has been signed by

all the founder members.



Payment in kind



section 18 of the Payment in kind shall be made by

such consideration is separated to form part of the company's property.



19 § If shares are paid in kind, or if the company

under the terms of the memorandum shall fulfil the obligations

After the formation, an auditor shall submit written,

signed opinion on payment. The opinion shall

State that



1. any consideration other than in cash, the company added,



2. non-cash property is or likely to be of use to

the company's operations, and



3. such consideration is not in its founding Charter has been drawn up

to a higher value than the fair value of the company.



In the opinion of the auditor describing such consideration and specify

the method that has been used in the valuation. Special

difficulty to estimate the value of the property shall be observed. By

the opinion shall also be stated that the obligations of the company

under the terms of the memorandum shall fulfil the following

the formation has been recognized and valued in accordance with good

accounting practice.



An accountant referred to in the first subparagraph shall be an authorized

or approved public accountant or a registered public accounting firm.



This clause does not apply if the company is formed by merger

or sharing. Law (2011:1046).



The action against the share designer's creditors



section 20 of the payment that has been made as provided in 17 or

section 18 is reserved for the company to share the designer's creditors

When the memorandum has been signed by all founders.



Settlement, etc.



section 21 of A debt due to the subscription should not be offset against a

the claim of the company.



Disposed of a share that is not yet fully paid, is

the purchaser, as soon as he or she has signed up for insertion

in the share register, responsible for payment together with

the assignor.



Registration of company



Registration



section 22 of the Board shall, within six months from stiftelseurkundens

the signature sign company for registration in

the companies registry.



Conditions for registration



section 23 of the company may be registered only if the



1. the sum of the amounts referred to in paragraph 5, fourth subparagraph, the lowest

shall be paid for the subscription shares (the company's share capital)

corresponds to the share capital referred to in the articles of association or

are at least equal to the minimum capital,



2. full and acceptable payment has been made for all

subscribed shares,



3. a certificate from such a credit institution as referred to

in paragraph 17, concerning the payment of money,



4. an auditor's opinion pursuant to section 19 of the presented regarding such

contribution in kind and such obligations for the company listed in

its founding Charter, and



5. the company is formed otherwise was done in accordance with

This law and other statutes.



The effect of that registration is not done



section 24 of the issue of incorporation falls, on



1. any application for registration of the company have not been made

within the prescribed period, or



2. Companies registration office in a decision which has become final has

written off a case if such registration or refusal

registration.



On the issue of incorporation has fallen or if

share subscription for other reasons is not binding, the amount

paid for subscribed shares and the resulting yield,

with less costs due to operation according to section 25 of the third

sentence, immediately paid back. The same applies in the case of

contribution in kind. The founders and, from the time when all the

the settlor has signed the instrument of incorporation,

the directors respond jointly and severally liable for the repayment.



Acts undertaken prior to the company's registration



section 25 of the company has been registered, it may not acquire

rights or undertake obligations. Nor can it

bring an action in the courts or any other authority. The Board of Directors

on behalf of the company may bring an action in cases involving

formation and take other steps to recover

subscribed amounts or other committed contributions.



26 § Arise an obligation by any action taken

the company's name before registration, those who have participated in

the action or in order for the joint and several obligation.

When the company has been registered, the responsibility of the company, if

the obligation flowing from the Charter of Foundation, or have come to

After the company was formed.



section 27 If it has concluded agreements for the company before registration

the following applies. A party who did not know that the company

was not registered, can withdraw from the contract until the

the company has been registered. A Contracting Party was aware that

the company was not registered, unless otherwise agreed,

withdraw from the contract only if the question of incorporation has

fallen under section 24.



Special provisions applicable to public limited-liability companies



Task in the memorandum about the costs of incorporation



section 28 As a public limited company is formed, the instrument of incorporation

include all the costs of the company's formation.



Deferred non-cash



section 29 If a public company within two years of registration

in the companies register, enter into an agreement with a founder or a

shareholders, which means that the company acquires property for an

compensation equivalent to at least one tenth of the share capital,

the Management Board shall, within six months, submit to the annual general meeting

the agreement for approval. It does not apply if the acquisition takes place

on a regulated market or an equivalent market outside the

The European economic area or as part of the

the company's day-to-day business operations. Law (2007:566).



section 30 of the following documents shall be annexed to the Board's proposal for

approval of such an agreement referred to in section 29:



1. a statement signed by the Board, for the

circumstances that may be relevant to an assessment of the

the value of the estate and the remainder of the agreement, drawn up with

application of sections 7 and 9,



2. an opinion, signed by an authorized or approved

public accountant or a registered public accounting firm, over Exposition

According to 1, with such tasks as referred to in section 19.



The agreement, together with the Board of Directors and

the auditor's opinion must be kept available at the company for

shareholders for at least one week prior to the general meeting which

the decision shall be taken.



section 31 of the decision of the general meeting to approve such agreements

referred to in section 29 shall immediately be notified of registration in

the companies registry.



Chapter 3. Articles of incorporation



The content of the articles of Association



Mandatory information



paragraph 1 of the articles of Association shall set



1. the name of the company,



2. the place in Sweden where the company's Board of Directors shall have its registered office,



3. the objects of the company, given its nature,



4. share capital or, on this without amending the

the articles of Association are to be determined at a lower or

higher amounts, the minimum capital and authorized capital, in which case the

the minimum capital shall be not less than one quarter of the

authorized capital,



5. the number of shares or, if it was specified in the articles of Association

a minimum and a maximum capital, a minimum and

maximum number of shares, in which case the relationship between the minimum capital

and the minimum number of shares shall be the same as

the relationship between the authorized capital and the maximum number of

shares,



6. the number or the minimum and maximum number of Directors;



7. the number or the minimum and maximum number of

Deputy members of the Board, if such is to be found,



8. the number or the minimum and maximum number of Auditors, if

the auditor shall be in accordance with Chapter 9. section 1,



9. how the general meeting shall be convened, and



10. the time that the company's financial year shall cover.



When the number of Board members and Deputy Board members indicated

in accordance with the first paragraph 6 and 7, the employee representatives

appointed under the Act (1987:1245) on board representation

for the private employees are not counted.



In the case of public limited companies also applies to section 11.

Law (2010:834).



A statement of the accounting currency



section 2 If the company shall have euro as the accounting currency, the

This is stated in the articles of Association. In this case, it in

the statutes also stipulate that the share capital shall be

particularly in euro.



Indication of business purpose



section 3 Of the company's operations in whole or in part shall have a different

purpose than to give profit to the distribution between the shareholders, the

This is stated in the articles of Association. In such cases, it is also specified

how the company's retained earnings and assets at the company's

the liquidation shall be used.



Amendment of the articles of Association



Who can decide on amendment of the articles of Association



4 § Changes in the articles of Association shall be decided by the general meeting.

Provisions of the decision of the general meeting can be found in Chapter 7.



Notification and enforcement of decisions concerning the amendment of the

the articles of Association



paragraph 5 of The resolution to amend the articles of Association shall immediately

be notified of registration in the companies registry and shall, except in


the cases referred to in Chapter 27. section 8, does not take effect until the

has been registered.



Government authorization for amendments of the articles of Association



section 6 Of the articles of Association on grounds of law or

Constitution or after the Government's consent have been in a

provision under which another provision in

the articles of association may not be changed without that Government has provided

permission, nor may it

the rule change without government authorization.



Panthavares consent to record day provision is removed from the

the articles of Association



paragraph 7 of The resolution to amend the articles of association which means that

record day provision is removed becomes valid only if those who have

mortgages on the company's shares have agreed in writing to

the decision.



Specific provisions of changed accounting currency



section 8 A decision to impose or modify such provision to the

the articles of association referred to in section 2 (decision on replacement of

accounting currency) shall take effect from and including the accounting year

that starts after the decision to amend the articles of Association

has been registered.



section 9 If the company has taken a decision on the replacement of the

accounting currency, may amend the articles of association data

If the share capital or the minimum capital and authorized capital

be delayed until the first annual general meeting after

the decision on the change of accounting currency got the effect.



section 10 Of the companies Registration Office has registered a decision on replacement of

accounting currency, will work at the entrance by the closest

the following fiscal year, count on the registered share capital

to the new currency. The recalculation shall be made according to the

Exchange rate set by the European central bank the

the last Swedish banking day in the preceding financial year.



The Board of Directors shall last until the first annual general meeting

After the decision had the effect put forward proposals on

the necessary consequential amendments of the articles of Association, regulations on

the size of the share capital.



Special provisions applicable to public limited-liability companies



Indication of General category



section 11 in respect of public limited companies, whose firm does not contain

the word public, shall be specified in the articles of Association, the term

(publ) for the firm.



Chapter 4. The shares



Class of shares



The principle of equality



section 1 All shares have equal rights in the company, subject to

by 2-5 paragraphs.



Regulations for different classes of shares



paragraph 2 of the articles of association may provide that shares of different

kind shall be or be given out. Such regulation shall

indicate:



1. the differences between the share series, and



2. the number or proportion of shares of every kind.



In a statement in accordance with the first paragraph 2 may be referred to the maximum and

the lowest number, or the highest and lowest percentage of

shares of a particular class.



Regulations on preferential rights in the new issue of shares or

issue of warrants or convertible bonds



3 § If a regulation under section 2 means that the shares shall give

different rights to the company's assets or profits or to

the shares must have different voting rights, the regulation

the shareholders shall have a preferential right to such

new issue of shares or the issue of warrants

or convertible bonds that are not made against payment with

contribution in kind.



A regulation on pre-emption right referred to in the first subparagraph shall

mean



1. the shareholders shall have a preferential right in relation to the

their share in the company's capital, or



2. to an old share shall give preferential rights to new stock of

the same kind of shares not subscribed by the primarily

eligible shareholders will be offered to all shareholders and

to, if not the full number of shares subscribed on the basis of

the latter offer cannot be issued, the shares shall be distributed

among the subscribers in proportion to the number of shares they own

and, to the extent this is not possible, by drawing lots.



A regulation referred to in the second subparagraph 2 shall be taken into

the statutes only if the differences between the shares of

the kind referred to in the first subparagraph.



Provisions on the right to fund share



section 4 If a regulation under section 2 means that the shares in the company

do not give equal rights to the company's assets or

profit in the company's articles of Association, shall also set out the correct

the shareholders shall have the right to new shares, an increase of

share capital through a bonus issue.



Voice value differences



§ 5 No share shall have a voting power in excess of ten times

the voting powers of any other stock.



Conversion caveats



clause 6 of the articles of Association, it is a subject that

the share of a given type, under certain specified conditions and

on detailed ways shall be converted into one share of

other specified kind (conversion risk).



If a stock is converted, shall immediately be notified to the

registration in the companies registry.



A transformation is effected once it has been registered in

the companies registry and entered in the share register or, if

the company's record company, in the VPC register.



Transfer of shares



section 7 of the Shares can be transferred and acquired freely, unless otherwise

implied by such a reservation in the statutes listed in 8,

18 or section 27 or otherwise by law.



There are several caveats in the statutes which restrict

transfer of shares, they shall be indicated separately.



Samtyckesförbehåll



The meaning of a samtyckesförbehåll



section 8 of the articles of Association of a company which is not

the record companies, it is a subject that one or

number of shares may be transferred to a new owner only with the company's

consent (samtyckesförbehåll).



The contents of a samtyckesförbehåll



§ 9 Of a samtyckesförbehåll shall specify



1. If the general meeting or the Board of Directors shall rule on a question of

consent,



2. what kind of transfers that require the consent of the company,



3. If the company shall be able to give or refuse consent for an

fewer shares than the application for consent include,



4. governing the conditions for the taking over of another under section 12,



5. the time, at least one and not more than three months from the authorized application

According to section 11, in which it shall issue a decision on the matter

of consent,



6. the time, at least one and at most two months of the company

forwarded message under section 13, in which an action pursuant to section 14 of the

shall be instituted, and



7. the amount of time, not exceeding one month from the time when the price of

the shares became particularly, within which the shares have been taken over by

another purchaser under section 12 shall be paid.



A regulation referred to in the first subparagraph 4 do not need to include

any indication of the price of the shares in the takeover, according to

section 12. If such information is missing, the price shall be determined so that

It corresponds to the price that can be expected in a sale

under normal conditions.



Samtyckesförbehålls applicability to attached shares



section 10 A samtyckesförbehåll does not prevent attached shares

or shares included in a bankruptcy estate is transferred.



Application for consent



section 11 of The intending to leave a stock which is subject to a

samtyckesförbehåll before the transfer shall apply for consent

of the company's Board of Directors.



The application must indicate who is the proposed acquirer. Would

the transferor company shall designate another person if

consent to the transfer is refused, this fact shall be stated in the application.

In such cases, the transferor at the same time, enter the conditions for

the transfer.



The company's decision in a matter of consent



12 § Refuses the company consent to the transfer, the company shall

State the reasons for it. If the transferor has requested it, shall

the company of the decision to refuse consent also designate another

customers who are prepared to take over the shares.



If the company does not direct any other person even though

assignor has requested that, receive consent not be refused.



If the company has not taken a decision on the issue of consent

within the time specified in the samtyckesförbehållet according to § 9

5 the first paragraph, the company shall be deemed to have given their consent

to the transfer.



paragraph 13 of the company's decision on the issue of consent should be sent to

assignor at the address he has indicated in the case

or, if no address has not been provided, the address

entered in the share register.



If the company's decision has been taken by the Board and means that

consent is given, a copy of the decision shall also be sent to

all shareholders with a known address.



Action regarding consent



section 14 of The shareholders who are unhappy with the company's decision to give

or refuse consent or with the terms of the takeover, according to

section 12 may take action within the time specified in the

samtyckesförbehållet. The same applies in the cases referred to in paragraph 12 of

third paragraph.



In the articles of association may provide that any dispute referred to in the first

subparagraph shall be determined by one or more arbitrators. Such

instruction has the same effect as an arbitration agreement.



Adjustment



section 15 on the application of a regulation under section 9 first

paragraph 4 of the conditions for a takeover of shares would give

someone an unfair advantage or disadvantage, the terms

be adjusted.



Effect of a decision on consent



section 16 of the company's consent to a transfer is valid for six months

from the company sent notice of its decision to

the transferor or, in the cases referred to in section 12, third subparagraph, from

the expiry of the time specified in samtyckesförbehållet

According to § 9, first subparagraph 5. If the terms of the transfer has

specified in the application for the consent, the consent is valid only if

the transfer is made on terms which are not more favourable to

the acquirer than the conditions specified in the application.



Transfer in violation of a samtyckesförbehåll




section 17 of A transfer of shares in contravention of a

samtyckesförbehåll is invalid. The same applies to a transfer

contrary to section 16.



Advance purchase reservations



The meaning of an option to purchase subject



section 18 of the articles of Association of a company which is not

record companies may be a subject to a

shareholders or anyone else shall be offered to buy a stock

before it is transferred to a new owner (advance purchase reservations).



The contents of an option to purchase subject



section 19 Of an option to purchase subject shall specify



1. what kind of transfers covered by the reservation,



2. If an offer of preemption to a

fewer shares than the offer includes,



3. who should have the right of first refusal with an indication of the order in

the peer must be offered the pre-sale or how

pre-emption rights are divided between them;



4. the terms of the pre-sale,



5. the time, at least one and a maximum of two months from notification of the competent

under section 20, in which pre-emption claims shall be filed in

the company,



6. the time, at least one and a maximum of two months from notification of the competent

According to section 21, within which action under section 22 shall be instituted, and



7. the amount of time, not exceeding one month from the date when the price was

particularly, within the pre-sale shares shall be paid.



A regulation referred to in the first subparagraph 4 do not need to include

an indication of the price of the shares. If such information is missing,

the price shall be determined so that it corresponds to the price that can

be expected in the event of a sale under normal conditions.



Notice of transfer of shares which are subject

advance purchase reservations



section 20 of The intending to leave a share as under

the articles of Association shall be offered for pre-sale before

the transfer report this at the company's Board of Directors. In the notification

the shareholder shall specify the conditions under which he or she stands for

pre-sale.



When a notification referred to in the first subparagraph has been made, this shall

immediately be entered in the share register with indication of the date of notification.



The company shall provide a notice of the offer to each

förköpsberättigad with known mailing address.



Exercise of an option to purchase, etc.



section 21 of those who want to exercise the right of first refusal shall notify the

the company's Board of Directors. Such notification shall immediately be recorded in

share the book with an indication of the date of notification.



Action regarding pre-sale



section 22 Will the shareholder and the who requested pre-sale not

an agreement on the issue of preemption, the who requested pre-sale awaken

an action within the time specified in an option to purchase the caveat.



In the articles of association may provide that any dispute according to

the first subparagraph shall be determined by one or more arbitrators. A

such instruction has the same effect as an arbitration agreement.



The one who brings an action under the first paragraph shall immediately notify

the company's Board of Directors. Such notification shall immediately

be recorded in the share register with indication of the date of notification.



Certificate of notes in the share register



section 23 of the company shall, at the request of a shareholder issue

such notes under section 20, second paragraph, paragraph 21 and section 22

third subparagraph relating to the shareholder's shares.



Adjustment



section 24 on the application of a regulation under section 19 of the first

paragraph 4 of the terms of the pre-sale would give someone a

unfair advantage or disadvantage, the conditions can be adjusted.



Effect of preemption has not come about



section 25 If shares have been offered under section 20 without preemption has

come into being, has the shareholder the right to new

offer transfer the shares. This right applies, however, only

during six months from the expiry of the period specified in the

advance purchase reservation under paragraph 19 5 and 7

or, in case of dispute about the pre-sale, from the day the time for proceedings under the

section 22 expired or it was finally determined that the

requested pre-sale had right of first refusal. Such a transfer may

not take place under conditions which are more favourable to the purchaser than the

conditions as the shareholder stated in their notification under section 20.



Transfer in violation with an option to purchase subject



section 26 A transfer of shares in contravention of an option to purchase subject

is invalid. The same applies to a transfer that is contrary to

section 25.



Pre-emption, subject



The meaning of a pre-emption, subject



section 27 of the statutes, it is a subject that

shareholders or anyone else to solve a share

that has been transferred to a new owner (pre-emption, subject).



In Chapter 6. the Act (2006:451) concerning takeover bids on

the stock market is provided for in the articles of Association

for some limited liability company may be a provision which means that

a reservation under this section in some situations, the

Miss effect. Law (2006:457)



The contents of a pre-emption, subject



section 28 Of a pre-emption subject shall specify



1. what kind of acquisition subject to the proviso,



2. If an offer for redemption shall be used for a

fewer shares than the offer includes,



3. who should have the solution right the H2H

order in which they shall be offered to solve the shares or how

the solution the right is divided between them,



4. the conditions for acquiring,



5. the time, at least one and a maximum of two months from notification of the competent

According to section 30 of the first subparagraph, within which settlement claims shall

produced by the company,



6. the time, at least one and not more than two months from the date

redemption was made at the company, in which a

proceedings under section 33 shall be instituted, and



7. the amount of time, not exceeding one month from the date on which the redemption amount

became particularly, within which the redeemed shares shall be paid.



A regulation referred to in the first subparagraph 4 do not need to include

an indication of the price of the shares. If such information is missing,

the price shall be determined so that it corresponds to the price that can

be expected in the event of a sale under normal conditions.



Applicability of pre-emption, subject in the case of death



section 29 death of a shareholder, whose shares are subject to a

pre-emption, subject which is applicable to the transfer of ownership

by inheritance, succession or Division of property, and released the shares

not within one year from the death to a new owner, the

caveat against the estate.



Notification on acquisition of shares subject to pre-emption



section 30 of the one who acquires shares pursuant to the articles of Association shall notify the Fund shall, as soon as possible after the share acquisition, the transition to the company's Board of Directors. The notification shall include a statement of the compensation that has been given for the shares and the acquirer's conditions for redemption.



Turns a pre-emption notifiable share in a record company to a new owner, the central securities depository, if it is responsible for bringing the share register, inform the Board about the transition in connection with the question of the introduction of the new owner in the share register are examined. The company shall inform the new owner if the notification obligation referred to in the first subparagraph.



The notification referred to in the first subparagraph shall also be made when pre-emption duty arises under section 29. Law (2016:60).



section 31 When a notification has been made under section 30, shall immediately

recorded at the company with an indication of the date of notification. In companies

that is not the record companies should note be made in

the share register. In the record companies should note instead

be made in a special book. Regarding this book relates what

provides for shareholders in Chapter 5. 2 and 3 sections.



The company shall provide a notice of the right of redemption to each

person with a known address.



Exercise of law etc.



32 § anyone wishing to exercise the solution right shall notify the

the company's Board of Directors. Such notification shall immediately be recorded with

indication of the date of notification. The note shall be made on the

as indicated in paragraph 31.



The action in a question of pre-emption



33 § Will the acquirer and the person who has requested to redeem

the shares do not agree on the question of redemption, which has

requested redemption may bring an action within the time specified in the

pre-emption provision.



In the articles of association may provide that any dispute according to

the first subparagraph shall be determined by one or more arbitrators. A

such instruction has the same effect as an arbitration agreement.



Adjustment



34 section on the application of a regulation under section 28 of the first

paragraph 4 of the conditions of redemption would give someone a

unfair advantage or disadvantage, the conditions can be adjusted.



Exercise of rights under the pre-emption time etc.



35 § anyone who has acquired a pre-emption notifiable share may not

entered in the share register until it is clear that the solution right

not exploited. During the period from the acquisition until the

the definitive owner is registered in the share register (pre-emption),

the purchaser, however, to the extent permitted by other

paragraph, to exercise shareholders ' rights vis-à-vis the company.



Under the pre-emption rights of time has the purchaser profits and

preferential right to subscribe for new shares, warrants

or convertibles. In the articles of association may provide that

the transferor or the transferee shall be able to exercise the right to vote and

related rights for shares during this time.



If the solution right exploited, the rights and

obligations that have arisen through the subscription of new shares,

warrants or convertibles during the pre-emption time to

Anyone who exploits the solution right.



36 § a transferor who, with the support of a regulation in

the articles of Association in accordance with section 35, second subparagraph, second sentence, exercises

voting rights for shares is responsible in the same way as a shareholder

for the decisions that he or she participates in.



Exercise of rights attached to the shares




The share rights are linked to the share register, etc.



section 37 a shareholder shall not exercise the rights against the

the company, which shares gives until he or she is entered in the

the share register. The company has issued stock certificates may, however, the

rights referred to in section 38 shall be exercised even though the shareholder is not

are registered in the share register.



If a stock subject to a resolution under section 27, applies in

the case of the exercise of the rights provided for in section 35.



Exercise of certain economic rights in companies that are not

record companies



38 of the company not the record company to a shareholder

or anyone else who shows up and delivers a share certificate,

a coupon or any other particular evidence issued by

the company, with the limitation imposed by section 41 third

the sentence, is presumed to be competent to



1. receive bonus shares or new shares valued at

bonus issue,



2. receive subscription legal proof or exercise preferential rights at

new issue of shares or the issue of warrants or

Convertibles,



3. receive the dividend,



4. receive payment in connection with the reduction of the share capital

for repayment to the shareholders, and



5. receive payment in connection with distribution in the company's

liquidation.



Exercise of certain economic rights in VPC companies



39 of the record company to a shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4. Act (1998:1479) on CSDs and the accounting of financial instruments, with the limitation imposed by section 41, third sentence, is presumed to be competent to



1. receive new shares, bonus issue, 2. receive subscription rights for new shares, or issue of warrants or convertible bonds, 3. receive dividends, 4. receive payment in connection with the reduction of the share capital for repayment to the shareholders, and 5. receive payment in connection with distribution at the company's liquidation. Law (2016:60).



section 40 of The registered in a central securities depository register pursuant to Chapter 4. section 18 first paragraph 6-8 Act (1998:1479) on CSDs and the accounting of financial instruments, instead of the shareholder is presumed to be competent to exercise the rights referred to in section 39. Law (2016:60).



section 41 if the person who receives the securities or payment under section 38, 39 or 40 was not the correct recipient, will the company still be deemed to have fulfilled his obligation. However, this does not apply if the company or, in the case of the record companies, the central securities depository realized or should have realized that it was the wrong recipients. It also does not apply if the recipient was legally incompetent or had a trustee according to parental responsible for managing his or her shares. Law (2016:60).



If a stock has multiple owners



section 42 if a stock has multiple owners, can these only by a

joint representative to exercise shareholders ' rights vis-à-vis the company.



Virtue of a usufruct, etc.



section 43 of this Act on the shareholder's right to represent

shares shall apply, except the person who has acquired ownership

to share,

1. anyone who by will have a right to use a

share together with the right to represent the share, and

2. by testament has a right to the return of

a share which shall be under special management

with the right to represent the share.

The share held by the company itself



section 44 A share held by the company itself does not confer the right

to dividend or refund in connection with the reduction

of the share capital or reserve fund.



section 45 A share held by the company itself or by its

subsidiary shall not be included in this law, or

the articles of Association a valid resolution or for the pursuit of

the authority provides for the consent of the owner of a certain proportion of

the shares. Such share shall not be counted in

application of the provisions of this Act or the articles of Association

that assumes that one holds a certain percentage of

the shares or votes in the company.



Division and consolidation of shares



46 section in order to achieve an appropriate number for the company

shares, the general meeting may decide that the number of shares increased by

to one or more shares are divided up on a larger number of shares

(share split) or reduced by two or more

shares are combined into a smaller number of shares

(consolidation of shares).



In affiliated companies, a decision as referred to in the first subparagraph

specify the record date or authorizing

the Board of Directors to establish such a day. The record date may

not be determined so that it occurs before the decision on the separation

or aggregation is registered. Law (2009:37).



47 § a decision on splitting or consolidation of shares is

valid only if consent has been provided by



1. all shareholders as of the date of the general meeting or, in

the record companies, on the day referred to in Chapter 7. section 28 of the third

subparagraph shall be entered in the share register as the owner of shares of a certain

kind does not correspond to a whole number of new shares

(excess shares), and



2. in the case of excess shares are nominee-registered

and whose owners on the date referred to in paragraph 1 are not included in

the share register, the nominee.



The consent referred to in the first subparagraph are not required by shareholders whose

all the excess shares are admitted to trading on a

regulated market or an equivalent market outside the

The European economic area. Consent is not required

either by the managers, if all the surplus shares

covered by the administration are subject to such trade.

Law (2007:566).



48 § in companies that are not affiliated companies, a decision about

splitting or consolidation of shares immediately sent to

shareholders whose mailing address is known to the company. This applies to

However, not all shareholders have been represented at the

General Meeting decided on the Division or

the reverse split. Law (2007:317).



section 49 a decision on splitting or consolidation of shares shall immediately be notified of registration in the companies registry.

The number of shares is changed when the order is recorded.



After registration, the necessary changes be made immediately in the share register.



The record company, an application shall be made forthwith to the central registry of securities for which the record company that the decision has been registered. Law (2016:60).



50 § If a shareholder's ownership of shares of the particular class not

corresponds to a full complement of new shares, the excess

shares in the company's possession at the time when the decision on the

Division or aggregation is registered or, in the

the record companies, on the record date.



Shares added to the company in the manner specified in the first

subparagraph, and which at the time referred to in paragraph 47

the paragraph was subject to such trading referred to in the second subparagraph

in the same paragraph shall be sold at the company's expense.

The sale shall take place without undue delay and enforced

by a securities firm. The payment flows in at the

the sale will be divided between those who owned shares in the

the time when these were released in the company's possession after their share in

the shares have been sold.



In the case of shares, which at the time referred to in paragraph 47

the paragraph was not subject to such trading referred to in the second

paragraph of the same section shall apply chapter 19. section 6. Law (2009:37).



Chapter 5. Share register



Common provisions



Obligation to maintain share register



paragraph 1 of the joint stock company, there shall be a register of shareholders. Share register

must contain the information about the shares and shareholders

provided for in this Act. It shall be conducted for the



1. the basis for the exercise of shareholders ' rights

against the company, and



2. provide the company, shareholders and others to assess

ownership in the company.



Share the book's form



2 § the share register shall be kept with the automated processing. In

companies that are not affiliated companies may share the book also brought in

bound book or in a secure lösblads or card system.



Archiving



3 § the share register shall be maintained as long as the company is made up and under

at least ten years after the breakup.



If the share register is maintained in plain readable form, it shall be retained in

its original form. Transitioning the company to bring the share register

with the help of automated processing, the old

the share register shall be kept for at least 10 years after the information

If the company's shares was entered in the new register.



If the share register is maintained with automated processing, shall

data that has been deleted from the share register is maintained for at least ten

year. The data may be kept in plain readable form or in other

form that can be read, listened to or otherwise be perceived

only by technical means.



section 4 in relation to the processing of personal data in the share register kept by automated treatment provisions in the personal data Act (1998:204). The company is responsible for the processing of personal data of shareholders. The record company is, then a control register has been established, instead the central securities depository, which is a data controller, if it is a Swedish central securities depository in charge of bringing the share register.



The provisions of the Privacy Act for rectification and Indemnity apply to the processing of personal data in the register of shareholders and at other treatment of personal information in accordance with this Act. Law (2016:60).



Companies that are not affiliated companies



Share the book's content




section 5 of the companies which are not affiliated companies shall share register

indicate:



1. each share number,



2. the shareholders ' name and social security number, corporate registration number

or other identifying number and address,



3. which kind each share belongs to, if there are shares of

different kind of company,



4. whether the share certificates have been issued, and



5. where appropriate, that the stock covered by the reservation according to

Chapter 4. 6, 8, 18, or section 27 or 20 chapter. section 31.



The shares must be taken up in numerical order.



section 6, in the cases referred to in Chapter 4. 43 § to both shareholder

as the holder of a right entered in the share register with task

If names and social security numbers, corporate or other

identification number and address. In addition, in

the share register is recorded what happens if right. When the

proof that the right has changed or ceased to exist,

This is recorded.



If a good man because of a writ under Chapter 11. paragraph 3 of the

first paragraph 5 parental manages shares for a

prospective shareholder's behalf, the prospective owner of the

notification of the good man entered in the share register

shareholders with a note about the settlement and the basis for

this.



Included shares in a unit trust under the Act (2004:46) about

mutual funds or a special fund under the Act

(2013:561) on alternative investment funds,

should the Fund's managers entered in the share register as shareholders in

instead of the unitholders. In doing so, also the Fund's

name recorded. Team (2013:576).



Responsibility for shareholders



section 7 of the companies is not the record company's Board of Directors is responsible

to the share register is maintained, preserved and kept available according to

This law.



The establishment of share register



8 § the share register shall be drawn up as soon as all the founder members have

signed the memorandum. Indication of the subscribed shares

Once entered in the share register.



If changes in the share register in connection with the increase and decrease of

the share capital are provisions in Chapter 12. section 10, chapter 13. section 18,

Chapter 14. section 36, chapter 15. § 37 and 20 Cape. section 21.



Changes in the share register



§ 9 when someone shows up a share certificate and in accordance with Chapter 6. section 8

or otherwise proving its acquisition, the Board of directors or

the Board has mandated immediately bring him as

shareholders in the share register. If the last assignment at

share certificate is illustrated in blanco, the name of the transferee

discontinued on the share certificate before he or she is entered in the

the share register. On the share certificate shall be recorded to the shareholder

have been entered in the share register on a specified day.



If a shareholder or any other competent person reports that

a relationship that has been entered in the share register has been changed on

other than as referred to in the first paragraph, the amendment

immediately recorded.



Entries and notes in stock book shall be dated, unless

the time of insertion or note is apparent from other

available material.



Provisions on the entry into the share register by notice of preemption

and pre-emption, see Chapter 4. 20-22, §§ 31 and 32.



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section 10 of the companies that are not affiliated companies shall share register

be available at the company to all who want to take advantage of it.

If the share register is maintained with automated processing, the company shall

give each one requesting the opportunity to take part in the company of

a current transcript or other current production of

the share register.



Record companies



The contents of the share register



section 11 of the record companies, the share register shall indicate



1. shareholders ' names and social security numbers, routing numbers

or other identifying number and address,



2. the number of shares each shareholder holds,



3. the number of shares each shareholder is the holder of various

class, if there are different classes of shares in the company, and



4. where appropriate, that the shares covered by the subject

According to Chapter 4. 6 or section 27 or 20 chapter. section 31.



The provisions in paragraph 6 also applies in the case of the record companies.



The responsibility of shareholders, etc.



section 12 If a record day provision be included in the articles of Association in connection with the company formed, 7 to 9 sections apply until the company is registered in the companies register and a register is established. Introduces such a reservation by amendment of the articles of Association, 7 to 9 sections apply until the caveat has been registered in the companies register and the securities register is established.



The company may conclude a written agreement with a central securities depository that CSDs should be responsible for the share register pursuant to the provisions of this law. In such a case, the central securities depository, where the record has been established,



1. to maintain and preserve the share register, 2. examine the issues of introduction of shareholders in the share register, 3. responsible for the transcription of the share register, and 4. reconcile the share register.



The Board is responsible for ensuring that it meet a written agreement with a central securities depository for entry in the register and, where applicable, if the responsibility for shareholders. If any such agreement if the responsibility of the shareholders does not apply, the Board is responsible for the particulars referred to in the second subparagraph. Law (2016:60).



12 a of When such an agreement referred to in section 12, third paragraph has concluded, the company register for the registration in the companies register the CSDS record company has retained and, where applicable, the central securities depository is responsible for shareholders.

Law (2016:60).



Entry of shareholders in the share register



paragraph 13 of The who have registered as shareholders on a clearing account will be immediately entered in the share register, unless otherwise provided by this Act. Law (2016:60).



Advancement of managers in the share register



section 14 Is a shareholder in a record company left its shares to someone else for management under Chapter 3. 7-12 of the law (1998:1479) on CSDs and the accounting of financial instruments, or a similar procedure under the rules of the country where the central securities depository is authorized, he may (the trustee) on behalf of the shareholder entered in the share register instead of the shareholder. However, this requires that the trustee



1. have a consent of the central securities depository for registration as managers, and



2. compliance with the conditions of entry of shareholders in the share register.



In the case referred to in the first subparagraph shall be noted in the register of shareholders that the stock held on behalf of someone else.

As regards the trustee be entered in the share register the same information under section 11 shall be entered on the shareholders.



In the Securities and financial instruments available in the case of Swedish central securities depositories, provisions on



1. the consent referred to in the first subparagraph, 2. Manager's responsibilities, and



3. the obligation of the company and the central securities depository will provide a compilation of information from managers of shareholders with more than 500 shares. Law (2016:60).



Voting registration



section 15 If the owner of nominee-registered shares to participate in the

a general meeting, he or she shall, at the request of the administrator

temporarily entered in the share register. After the date referred to

in Chapter 7. section 28 of the third subparagraph, the shareholder should be deleted from the

the share register.



Transfer of data from the register of shareholders



16 § introduced a record day provision through an amendment of the articles of Association and has a previously issued share certificates are not presented according to Chapter 4. section 6 of the Act (1998:1479) on CSDs and the accounting of financial instruments, information about the share in the share register shall be transferred to the share register kept by the company. If the share register is maintained by a central securities depository pursuant to an agreement referred to in section 12, second subparagraph, is instead the central securities depository for this task. In connection with the transfer to the States that share certificate has not been submitted. If the data are not passed on, the older shareholders still shareholders in respect of the share.

Law (2016:60).



section 17 of an owner of a stock for which it has issued stock certificates before the company became the record companies could not, in the case of subsequently approved dividend or issue, receive dividends, exercising the shareholders ' preferential right to subscribe for new shares, warrants or convertible bonds or, in the case of a bonus issue, new shares, until



1. Note on a securities account have been made pursuant to Chapter 4.

section 6 of the Act (1998:1479) on CSDs and the accounting of financial instruments or similar procedure, and



2. the shareholder has been entered in the share register.

Law (2016:60).



section 18 If it has passed five years ago the record day provision was recorded and no one has been entered as the owner or Manager to a share that is registered in the share register, the company may ask the share owners to sign up for the company. If the share register is maintained by a central securities depository pursuant to an agreement referred to in section 12, second subparagraph, the notification instead be made to the central securities depository. The request shall contain an indication of that entitlement to the share is lost if any notification is not made. The invitation shall be issued through announcement in post-och Inrikes Tidningar and in the ortstidningar as the Board determines.



If it has not received any notification within one year from the date of the call, the company may sell shares through a securities firm. The payment of the share belongs to the company, but the stock's previous owner, if the share certificate shall be submitted by the company, the right to get the same amount less the


the costs of the appeal and sales. The share certificate shall be destroyed. Law (2016:60).



Share the book's publicity



section 19 of a record company, a print-out or other presentation of the share register will be available at the company to all who want to take advantage of it. In such printing or representation to the shareholders and the managers are up in alphabetical order. Printing or representation must not be older than three months. If the share register is maintained by a central securities depository pursuant to an agreement referred to in section 12, second subparagraph, shall print or production also will be available at the central securities depository.



Everyone who requests it has the right to compensation for the costs get a current transcription of the share register or part of it.



A shareholder shall not be included in a printing or production under this section, if his or her shareholdings amounting to a maximum of 500 shares. If a shareholder holds all the shares in the company, shall be his or her shareholdings are always reported. Law (2016:60).



Chapter 6. Share certificates



Companies that are not affiliated companies



The company's obligation to issue share certificates



§ 1 If a shareholder of a corporation that is not

record company requests it, the company shall issue share certificates for

his or her shares.



Details of share certificates



section 2 of the A share certificate shall specify



1. the name of the company, registration number and company category,



2. the shareholder's name and social security number, corporate registration number

or other identifying number,



3. the number of the shares referred to in the letter,



4. the shares ' types, if the articles of association can be

different classes of shares,



5. reservation pursuant to Chapter 4. 6, 8, 18, or section 27 or 20 chapter.

section 31, if the shares are covered by such a subject, and



6. the date of the share certificate.



In the cases referred to in Chapter 5. paragraph 6 of the third paragraph,

share certificate instead of the unitholders of the Fund set

managers as well as the Fund's name.



A task referred to in the first subparagraph of paragraph 5 may be given in abridged

form. The abbreviation forms fixed by the Government.

Team (2013:576).



The signing of the share certificates



section 3 A share certificate shall be signed by the Board or, in

the Board's authorization, by a securities firm.

The signature may be reproduced by printing or otherwise

similar way. The provision in Chapter 1. section 13 shall not apply.



Disclosure of share certificates



4 § The share certificates may be disclosed only to the shareholders

pursuant to article 2 of the first paragraph 2 has been recorded on the share certificate. For

to share certificate shall also be required to be disclosed



1. the shareholder is registered in the share register as the owner of the shares

provided with the letter,



2. the shares have been paid,



3. the company has been registered, if the shares have been subscribed by

the company's formation,



4. registered pursuant to Chapter 12. 10 section or chapter 13.

section 27, if the shares have come to through a bonus issue or

new issue of shares, as well as



5. registered pursuant to chapter 14. section 43 or 15 Cape.

§ 38, if the shares have come to by drawing with

exercise of the right of option or conversion.



Note on the share certificate



5 § On a share certificate shall, where appropriate, be recorded to

the shareholder has



1. exercised the right to new shares in the event of a bonus issue,



2. exercised his preferential right to participate in a new issue of

shares or issue of warrants or

Convertibles,



3. receive payment in connection with the reduction of

share capital or redemption of shares that have occurred in other

order, and



4. receive payment in connection with distribution in the company's

liquidation.



If a stock has been withdrawn without reimbursement, shall

be noted on the share certificate as soon as possible.



The provisions of the first subparagraph 1, 2 and 3 shall not apply if

coupons belonging to the share certificates shall be used as

emission certificate or be submitted in a notification for redemption.



A share certificate shall be endorsed with a note that

the shareholder is entered in the share register is evident from Chapter 5. § 9.



Exchange of share certificates



section 6 A share certificates may be exchanged for one or more other

share certificates. In that case, the old share certificate and the

coupons that are associated with the share certificate be destroyed.



A share certificate issued instead of another in relation

with the Exchange in accordance with the first paragraph or in connection with the killing

According to the law (2011:900) about the killing of a lost document,

indicate that it replaces an earlier

share certificates. Law (2014:539).



Withholding of dividend or issue evidence



section 7 the company shall withhold the dividend and issue evidence

refers to a stock until the share certificate shall be submitted for

Note or for replacement, if



1. According to this law shall be made a note on the

share certificate, or



2. share certificate shall be replaced because the shares

share certificate shall be converted into shares of another

kind, split or merged. Law (2007:317).



Assignment and pledging of share certificates etc.



section 8 is transferred or pledged a share certificate, shall

the rules on promissory notes to some man or order in 13, 14

and 22 of the Act (1936:81) if debt securities apply. The who

hold a share certificate and according to the company's note on the letter

is listed as the owner in the register of shareholders shall be assimilated to the

as referred to in paragraph 13 that law is supposed to have the right to

do the debenture.



Provisions relating to dividend coupons are available at the 24 and 25 of the Act

If debt securities.



Or provisional certificates



section 9 Before a share certificate to be issued, the company may issue a certificate

If one or more shares (or provisional certificates). The proof

must be addressed to a particular person. He or she shall be

registered in the share register as the owner of the shares referred to in

the proof. The certificate must contain a subject that share certificates

released only if proof is returned.



If the shareholder requests it, the payments for the shares

' interimsbeviset be noted on the certificate. Even

Refunds shall be noted on the certificate. In the other case

the provisions of this law on share certificates mutatis mutandis to

or provisional certificates.



Record companies



section 10 Of Chapter 4. paragraph 5 of the law (1998:1479) on CSDs and the accounting of financial instruments shows that share certificates or or provisional certificates may not be issued for shares in affiliated companies. Law (2016:60).



Chapter 7. General meeting of shareholders



Exercise of the right of the shareholders in the company



1 § shareholders ' rights to decide on the company's Affairs

exercised at general meetings.



The right to participate in the general meeting as shareholders



section 2 of the right to participate in the general meeting, the shareholders of

the date of the general meeting is recorded in the share register. In

record company in lieu of the right to participate in

General meeting of the shareholders who have been raised in the

such printing or other presentation of the share register

referred to in the third subparagraph of section 28.



The statutes may stipulate that a shareholder may participate in the

General meeting only if he or she notifies the company

by the date specified in the notice convening the general meeting. This

day shall not be a Sunday, other public holiday, Saturday,

Midsummer's Eve, Christmas Eve or new year's Eve and not fall

earlier than the fifth weekday prior to the general meeting.



In Chapter 4. 35 section are specific provisions concerning the right to vote

of shares subject to pre-emption.



Delegates at the annual general meeting



section 3 of a shareholder who is not personally present at the

the general meeting of shareholders may exercise their rights at the general meeting by a representative

with a written, dated and signed by the shareholder

power of attorney. If the company is a record company, the shareholder

designate two or more agents, each agent may exercise the

law relating to a given in the mandate specified percentage of

the shares.



A power of Attorney is for a maximum of one year from the date of issuance. If the company is

a record company, gets it in the mandate set out a longer

period of validity, not exceeding five years from the date of their issue.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

54 a of. Law (2010:1516).



Solicitation of proxies



4 § proxies may not be collected by the company. In the articles of Association

However, it may be specified that the Board may collect proxies according to

the procedure provided for in the second subparagraph.



The articles of association contain a provision referred to in

first subparagraph, the Board of Directors in connection with the notice of

General meetings provide an authorization form to the

shareholders. This form should be used to give a person

as specified in the mandate to represent the shareholder at the

the general meeting of shareholders on the matters referred to in the form. It shall, with

referring to the proposed draft decision referred to in

the proposed agenda for the shareholders ' meeting, contain two

equivalent response options presented with the headings Yes and

No. Of the form to indicate that the shareholder cannot

instruct the Registrar otherwise than by selecting one of the

listed response options and that it is not allowed to

condition response. It shall also be indicated in the form any day

the mandate shall be received by the delegate, and how the shareholder shall

to revoke the power of attorney. The agent may not

be a Director or Executive Officer of the company.



If a shareholder who leaves full power with the help of such a

forms referred to in the second subparagraph have provided form with

Special instructions or conditions, is the power of Attorney is not valid.

Law (2010:1516).



Postal vote




4 a of the articles of association may provide that the shareholders prior to

the general meeting of the shareholders to exercise their right to vote by post or to

the Board of directors before a general meeting may decide that the shareholders shall be

to be able to do this.



By postal ballot to be used in a form that the company

provides. The form shall, with reference to the

proposed draft decision as set out in the proposal for a

Agenda for the meeting, contain two equal

featured cheap answers Yes and no headings.

Law (2010:1516).



Representation at the annual general meeting



§ 5 a shareholder or a representative may be accompanied by not more than two

assistants at the general meeting. Assistants may be heard at the

the annual general meeting.



In the articles of association may provide that a shareholder may have

with her assistants at the general meeting only if he or she

reports of the number of assistants to the company in the manner specified in

section 2 of the second paragraph.



Outsider's presence at the annual general meeting



section 6 of the general meeting of shareholders may decide that the shareholders

shall have the right to be present or otherwise follow

negotiations at the meeting. Such a decision is valid

that it be supported by all shareholders present

at the annual general meeting.



In the articles of association may provide that anyone who is not

shareholders shall have the right to be present or otherwise follow

negotiations at the annual general meeting, although any such decision

referred to in the first subparagraph shall not be taken.



In the case of public limited companies apply paragraph 55 instead of first

the second sentence.



Own shares position at the general meeting of shareholders



section 7 A share held by the company itself or by its

subsidiaries may not be represented at the general meeting.



Shareholders ' voting rights



section 8 A shareholder may vote for all of the shares that he or

She owns or represents, unless otherwise provided in

the articles of Association.



9 § If two or more public pension funds under the Act

(2000:192) if public pension funds (AP-funds) and the law

(2000:193) on the sixth AP Fund manages shares in the company,

each fund individually exercise the voting rights of the shares Fund

manages.



The annual general meeting



section 10 within six months from the end of each financial year shall

shareholders hold an annual general meeting where the Board of Directors shall

submit annual report and the Auditors ' report and, in

the parent company is obliged to prepare consolidated accounts,

the consolidated financial statements and the Auditors ' report

(annual general meeting).



11 § annual general meeting shall be decided



1. Declaration of the income statement and balance sheet

and, in a parent company which is required to establish

consolidated financial statements, consolidated income statement and

consolidated balance sheet,



2. appropriation of the profit or loss

According to the adopted balance sheet,



3. discharge vis-à-vis the company for Board members

and the Executive Director, and



4. in another case as the shareholders ' meeting in accordance with this Act, or

the articles of Association shall treat.



In relation to public limited-liability companies § 61 also apply.

Law (2006:562).



section 12 of the articles of association may provide that the shareholders

each year shall hold one or more ordinary

General meetings of shareholders.



Extraordinary general meeting



section 13, If the Board considers that there are grounds to keep

General meeting prior to the next annual general meeting, the call

an extraordinary general meeting.



The Board shall also convene an extraordinary general meeting, if a

Auditor of the company or the owner of at least one-tenth of all

shares in the company, request in writing that such a general meeting

convened to address a specific issue. The summons

must be issued within two weeks from the request

come on in to the company.



Continued annual general meeting



section 14 At a general meeting, it may be decided that continued

General meetings shall be held at a later date.



A decision on a matter referred to in section 11 1, 2 and 3 shall be delayed until

continuation of the general meeting, if the General Meeting decides on it or

the owner of at least one-tenth of all shares in the company request

the. such general meetings shall be held at least four weeks and

up to eight weeks afterward. Additional deferrals are not

allowed.



If a decision as referred to in section 11 1 or 2 will be postponed to

continuation of the general meeting, the Management Board shall notify to the

registration in the companies registry. Notification shall be made within

four weeks after the decision on continued annual general meeting

was taken.



Place of general meeting



section 15 of the general meeting of shareholders shall be kept at the place where the Board of Directors has

its seat. In the articles of association may, however, provide that

the meeting shall or may be held at any other specified place in Sweden.



If special circumstances require it, the general meeting of shareholders

held elsewhere than as specified in the first subparagraph.



Shareholder's right of initiative



16 § shareholders who wish to have a matter considered at a

General meeting of shareholders shall request this in writing with the Board.



The matter should be taken up at the meeting, whether the request has been

submitted to the Board of Directors



1. at the latest one week before the date referred to in §§ 18-20

notice no earlier than may be issued, or



2. after the date referred to in (1) but in such time that the matter

can be included in the notice of the general meeting.



Convening of general meeting



section 17 of the Board of directors convenes annual general meeting.



If a general meeting to be held under this Act,

the articles of association or a decision of the meeting is not convened at the

the prescribed manner, to the companies registration office immediately after application, call

to the general meeting in accordance with paragraphs 18 to 24. If the notice is not

can be made in the manner set out in section 23, the Swedish companies registration office call

to the general meeting of shareholders in any other appropriate manner. An application

may be made by a member of the Board of Directors, the Executive

the Director, an auditor or a shareholder. The company shall

pay the costs of the summons. Team (2013:737).



Time of notice



The annual general meeting



section 18 of the notice of the annual general meeting of shareholders shall be issued

not earlier than six weeks and not later than four weeks prior to the meeting.



In the articles of association may provide that notice of a

the annual general meeting may be issued later than specified in the

first subparagraph, no later than two weeks prior to the meeting.



The second paragraph does not apply in the case of public limited companies.



Extraordinary general meeting where amendment of the articles of Association will be

treated



section 19 of the notice of extraordinary general meeting where a question of changing

the articles of Association will be processed shall be issued no earlier than

six weeks and no later than four weeks prior to the meeting.



In the articles of association may provide that notice of a

such general meeting referred to in the first subparagraph may be issued

later than indicated there, but at the latest two weeks prior to the

the annual general meeting.



The second paragraph does not apply in the case of public limited companies.



Other extraordinary general meeting



20 §/expires U: 2016-02-01/

Notice of other extraordinary shareholders meeting than a such that

referred to in article 19 shall be issued not earlier than six weeks and no later than two

weeks prior to the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, apply 55 a of the

instead of this paragraph. Law (2010:1516).



20 section/entry into force: 2016-02-01/

Notice of other extraordinary shareholders meeting than such as referred to in article 19 shall be issued not earlier than six weeks and no later than two weeks prior to the meeting.



In the case of public limited companies whose shares are admitted to trading on a regulated market or an equivalent market outside the European economic area, concerning paragraph 55 instead of this paragraph.



When the FSA considers that there are grounds to believe that the company may be subject to resolution pursuant to lagen (2015:1016) concerning resolution, notice of extraordinary general meeting to consider a question about an increase of the share capital issued later than provided for in the first subparagraph, but not later than ten days before the meeting. The provisions of paragraph 16 of shareholder's right of initiative, and section 28, third subparagraph of the provision of shares book does not apply when the meeting is called pursuant to this paragraph. Law (2015:1030).



Continued annual general meeting



section 21 of continued general meetings shall be held four weeks or

later, after the meeting's first day, the

issued a special notice of the continuation of the meeting.

In that case, the provisions of §§ 19 and 20 on time for

notice of extraordinary general meeting of shareholders shall apply.



Notice when decisions must be made on two general meetings



section 22 Of the articles of Association requires that a

General meeting decisions are made at two annual general meetings in order to be

valid, the notice of the second general meeting of shareholders not

be issued before the first general meeting has been held. In

notice to the second general meeting, the Management Board shall specify the

decision as the first general meeting.



Honorifics



section 23 of the shareholders shall be called a general meeting in the manner

specified in the articles of Association. Notice should also be sent by post

to every shareholder whose mailing address is known to the company, if



1. the annual general meeting to be held at another time than specified

in the articles of Association, or



2. the general meeting shall



a) treat a case of such amendment of the articles of association that

referred to in paragraphs 43 to 45,



b) consider whether the company should go into liquidation,



c) review likvidators final statement, or



d) deal with a matter of the company's liquidation is repealed.



In the case of public limited companies also applies to section 56. In the case of

public limited companies whose shares are admitted to trading on a


regulated market or an equivalent market outside the

The European economic area, and in terms of section 56 (a), and

64 – 67 sections instead of this paragraph. Law (2010:1516).



The convening notice content



section 24 of the notice shall indicate the time and place of the

the annual general meeting as well as an indication of the conditions under section 2 of the order

the shareholders ' rights to participate in the meeting. The notice shall also

contain a draft agenda for the meeting. In

the proposed agenda, the Board must clearly indicate those dossiers

to be discussed at the meeting. Cases should be

numbered.



The main content of every proposal made must be indicated,

If the proposal does not concern an issue of less importance for the company.

Refers to a case an amendment of the articles of Association, the

main contents of the draft amendment is always indicated.



If the shareholders are able to exercise voting rights at the general meeting of

the use of such power of Attorney referred to in paragraph 4, second subparagraph,

by postal vote or with the use of electronic

AIDS, it should be indicated in the notice how they should go to

weigh.



Specific provisions on the content of a notice, see



section 2 of this chapter (participation in the general meeting),



Chapter 13. 10, paragraphs 33 and 36 (new shares),



Chapter 14. 12, 26 and 29 § § (issuance of warrants),



15. 12, 31 and 34 §§ (issuing convertible bonds),



16. 3 – 5 and 7 § § (certain directed placements etc.),



Chapter 18. section 8 (of profits),



19. 26 and 35 § § (acquisition and disposal of own

shares),



20 chapter. 16 § (reduction of the share capital), and



25 Cape. 5 § (liquidation).



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

63. Law (2010:1516).



Provision of documents for the AGM



section 25 of the Board shall keep the accounting records and

audit report or copies of these documents

available from the company to the shareholders for at least two weeks

immediately prior to the annual general meeting. Copies of the documents shall immediately and

no cost to sent to those shareholders who request

it and provide their mailing address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, concerning paragraph 56 (b)

instead of this paragraph. Law (2010:1516).



Error in the notice of meeting, etc.



section 26 If a provision of this Act or the articles of association that

relating to the notice of the general meeting or the provision of

documents have been overridden in any case, the general meeting of shareholders

not decide the matter without the consent of the shareholders

affected by the error. Even without such consent cannot, however,

the general meeting of shareholders deciding a case which has not been taken up in

the notice, if the matter according to law or the articles of Association shall

taken up at the annual general meeting or immediately prompted by a

other matters to be arbitrated. It may also decide that a

extraordinary general meeting of shareholders shall be convened to handle the case.

Law (2007:317).



EGM



section 27 of the general meeting will be opened by the Chairman of the Board or by the

as the Board of Directors has appointed. If the articles of Association has

stipulated who should preside at the general meeting,

However, the general meeting is opened always.



The provision of share register



section 28 of the general meeting of shareholders shall be held, the contents of

available to shareholders in accordance with the second or third paragraph.



The company is not the record company, the entire share register held

available. If the share register is maintained with automated processing,

should a printing or other presentation of the complete share register

be made available. The complaint shall refer to the conditions on

the date of the meeting.



In the record companies should a printing or other presentation of

all shareholders will be available. This petition shall

refer to the circumstances five weekdays prior to the meeting.

Law (2010:1516).



Electoral roll



section 29 of the annual general meeting shall establish a list of

at present, shareholders, agents and advisors (electoral roll). A

shareholders who have poströstat to be present. In

electoral roll shall be stated how many votes each

shareholders and agents represent at the general meeting. The electoral register

shall be established by the meeting's Chairman, if he is selected

of the general meeting without a vote. In other cases, the electoral register

established by the general meeting that has opened.



The electoral register shall be approved by the general meeting. It applies to

the general meeting has decided to change it.



If the meeting is postponed to a later date than the closest

the following weekday, a new electoral roll is drawn up.

Law (2010:1516).



How the President of the General Meeting appointed



section 30 of the Chairman at the annual general meeting shall be appointed by the

the general meeting, unless otherwise provided in the articles of Association.



Agenda



section 31 of The draft agenda as annexed to the notice

shall be submitted for approval by the general meeting. The

numbering may not be changed.



The Board's and the ceo's disclosure



What information should be provided



32 § Board of Directors and the Executive Director shall, if any

shareholder and Board of Directors believe that it can be done without

significant damage to the company, the general meeting give

information on the



1. circumstances that may affect the assessment of a case on

agenda, and



2. circumstances that may affect the assessment of the

economic situation.



The companies included in a group relates to the disclosure requirement also

the company's relationship to other group companies. If the company is

the parent company, the disclosure requirement also consolidated financial statements

and such conditions as regards the subsidiaries referred to in

the first paragraph.



In the case of public limited companies also applies to section 57.



33 § whether a piece of information that has been requested under section 32 may be submitted

only on the basis of information that is not available at

the general meeting of shareholders, the enlightenment within two weeks thereafter

be made available in written form at the company for shareholders

and sent to the shareholders who have requested information.



Information that could cause significant damage to the company



section 34 If the Board finds that a piece of information that has been requested

According to section 32 cannot be provided to shareholders without substantial

damage to the company, to the shareholders who have requested

Enlightenment immediately informed about it.



The Board shall provide information to the company's auditor, if

shareholder requests it within two weeks from the notification

under the first subparagraph. Information should be provided to the auditor

within two weeks after the shareholder's request for it.



If the company in cases referred to in Chapter 9. paragraph 1 does not

does anyone have an auditor, the Board instead inform

the shareholder if the possibility that an auditor be appointed

According to Chapter 9. 9 a §. If an auditor appointed pursuant to Chapter 9. 9 a §,

the Board of Directors shall immediately give enlightenment to him or

her. Law (2010:834).



35 § in the case referred to in § 34 shall the auditor within two weeks

After the requested information was provided to him

or her deliver a written opinion to the Board of Directors. By

the opinion shall state whether the enlightenment according to Auditor's

sentence should have prompted a change in auditor's report

or, as the case may be, auditor's report or

otherwise gives rise to the objection. If this is the case,

the amendment or objection set out in the opinion.



The Board shall keep the auditor's statement available for

the shareholders of the company and send a copy thereof to the

shareholders who have requested information.



The shareholders ' rights of access in limited liability companies with a maximum of ten

shareholders



36 § in a company with no more than 10 shareholders, in addition to

the provisions of §§ 32-35, to each shareholder and representative

or representation which he hires shall be given the opportunity to take part

of the accounts and other documents relating to the company's

activities, to the extent necessary for the shareholder

to assess the company's financial position and results of operations or

certain matter to be dealt with at the meeting.



If it can be done without excessive costs or inconvenience,

the Management Board and the Executive Director in addition on request

help the shareholder with the investigation that is necessary for the purpose

and provide the necessary copies.



The first and second subparagraphs shall not apply, if it would cause a

significant risk of serious harm to the company that the shareholder

get information about the company's operations.



Vote



37 § Vote shall take place if any of the shareholders requesting it.



38 § Vote relating to decisions other than election shall be in the open,

If the general meeting does not decide on the ballot.



If there is a tied vote, the Chairman under section 40 of has

the casting vote, he or she is obliged to announce any

meaning he or she advises.



section 39 at the election shall be in the open voting. The vote shall

however be closed, if any person entitled to vote may request it.



In the case of public limited companies apply paragraph 58 instead of first

the second sentence.



Majority requirement on other decisions than elections



40 section in matters that do not concern the choice is the decision of the general meeting

of the sentence that has gotten more than half of the votes

the votes. In the event of a tie, the President has the casting vote.



The first subparagraph shall not apply, unless otherwise provided by this Act, or

provided for in the articles of Association. In the cases referred to in paragraphs 42-45 this


Chapter, chapter 13. section 2, chapter 14. section 2, chapter 15. section 2, Chapter 16. section 8, 19

Cape. 18 and 33 § §, 20 chapter. section 5, chapter 23. section 17, chapter 24. § 19 and

26. 1 and 6 of the articles of association may, however, only in the

stipulate further conditions than specified in the

provisions.



In the case of public limited companies also applies to section 59.



Majority requirement in the selection



section 41 in elections considered the chosen who have received most votes.

In the event of a tie, the election is decided by drawing lots, if

the General Meeting decides to not before the election a new poll

shall be implemented in the event of a tie.



The first paragraph does not apply if otherwise provided for in the

the articles of Association. In the articles of Association shall not, however, provide

that for valid choice requires more votes than specified in the

the first paragraph.



The majority requirements in the resolution to amend the articles of Association



42 § A resolution to amend the articles of Association are valid if the

supported by shareholders representing at least two thirds of

the votes cast and the shares represented at the

the general meeting of shareholders, subject to the provisions of §§ 43-45.



43 § in the following cases, a decision on the amendment of the

statutes valid only if it has been advised by all

shareholders present at the general meeting and these

together representing at least nine tenths of all the shares in

the company, namely, if the decision in the case of already released

shares means that



1. shareholders ' rights to the company's profit or other

assets reduced by a provision referred to in Chapter 3. section 3,



2. right to transfer or acquire shares in the company

restricted by subject according to Chapter 4. 8, 18 or section 27, or



3. the legal relationship between the shares be dislodged.



44 section in the following cases, a decision on the amendment of the

statutes valid only if it has been advised of the

shareholders representing at least two thirds of the votes cast and

nine-tenths of the shares represented at the general meeting,

the decision means that the



1. the number of shares for which the shareholders may vote at

the general meeting is limited,



2. net profit for the fiscal year, after deduction of what

to cover the loss brought forward, in part,

be allocated to a bound Fund, or



3. use of the company's retained profit or its

assets by its resolution is limited in any way other than as

referred to in section 43 1 or point 2 of this section.



section 45 in the following cases, a decision on such a change of

the statutes referred to in paragraphs 43 and 44, notwithstanding

There, valid, if it has been advised by shareholders with at least two

thirds of the votes cast and the shares are

represented at the meeting:



1. change degrades only certain rights or certain shares and

consent to the amendment submitted by all at the annual general meeting

present owner of such shares and these owners together

representing at least nine tenths of all shares whose right

impaired, or



2. change degrades only a completely stock kind of right and

the owner of half of all shares of this kind and nine

tenths of the shares represented at the general meeting of this

kind consent to the change.



Conflict of interest



46 § a shareholder may not vote himself or by proxy in the

question about



1. the proceedings against him or her,



2. his or her immunity from liability or

any other obligation towards the company, or



3. actions or exemptions referred to in 1 and 2 and applicable

someone else, if the shareholder in question has a significant

interest which may be contrary to the company's.



The provisions of the first subparagraph shall also apply if the shareholder

on behalf of shareholders.



A general restriction on the right of the general meeting



47 § annual general meeting should not make a decision that is likely to

give an unfair advantage to a shareholder or any other

to the detriment of the company or any other shareholders.



AGM minutes



48 section Chairman shall ensure that the minutes of the

the annual general meeting.



In the Protocol, the recorded date and place of the annual general meeting

as well as the decisions taken by the general meeting. If a decision

have been taken by vote, it shall be recorded in the minutes

What has been claimed and the outcome of the vote. The electoral register

should be included in or added as an annex to the Protocol.



The minutes shall be signed by the protocol driver. It should

adjusted by the President, if he or she has not brought

Protocol, and at least one person to attest that the general meeting of shareholders

has appointed. If the President or protocol driver alone or

the two together represent all the shares in the company,

needed no adjustment.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area are also valid

paragraph 68. Law (2014:539).



section 49 not later than two weeks after the annual general meeting, the Protocol

be available at the company for shareholders. A copy of the

the minutes shall be sent to the shareholders who so request and

provide their postal address.



The minutes shall be kept in a satisfactory manner.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

paragraph 68. Law (2010:1516).



An action against the decision of the general meeting



50 § If a decision of the general meeting have not come to the competent

order or otherwise violates this law, applicable

law concerning the annual accounts or the articles of Association, a shareholder,

the Board of Directors, a member of the Board of directors or the Executive

the Director bring a claim against the company by the Court that

decision to be repealed or amended. Even the Board of Directors

improperly refused to include as shareholders in the share register

has the right to bring such an action.



action under § § 51 50 within three months from the date

for the decision. If an action is not brought within that period, the right to

Sue lost.



The action may be instituted later than provided for in the first subparagraph when



1. the decision is such that it cannot be taken even with all

shareholders ' consent,



2. consent to the decision required of all or some

shareholders and any such consent has not been given, or



3. notice to the general meeting has not taken place or the

provisions on notice that applies to the company in essence

parts have not been respected.



The provisions of the second paragraph if the time for bringing an action

does not apply in the cases referred to in Chapter 23. paragraph 52 and

third subparagraphs and 24 Cape. section 30 of the first paragraph. Law (2008:12).



section 52 Of the decision of the general meeting be repealed or amended by judgment,

the judgment applies even for those shareholders who do not have brought an action.



The Court may modify the decision of the general meeting only if it can

determined which content decision rightfully should have had.



The Board's action against the company



section 53 Of the Board would take legal action against the company, a

General meeting of shareholders convened for the election of the Deputy, who shall

bring the company's actions in the dispute. The summons shall be notified to the

elected representative.



Arbitration



54 § A provision in the articles of association that a dispute between

the company and the Board, a member of the Board of Directors, the Executive

the Director, a liquidator or a shareholder shall be determined by the

one or several arbitrators have the same effect as an arbitration agreement.



If the Board is requesting arbitration against the company, applied

section 53. It is a matter of an action under section 50 of the Board against

the decision of the general meeting, the right of action is not lost

According to paragraph 51, if the Board within the time

has called a general meeting pursuant to § 53.



In the case of public limited companies also applies to section 60.



Special provisions applicable to public limited-liability companies



Proxy form



54 a of A public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to be faced with a

the general meeting provide shareholders with a proxy form.

The form must be submitted together with the notice of

the general meeting, if the notice is sent to shareholders. If the notice

is done in some other way, the proxy form

be made available to shareholders upon request after

the meeting has been announced.

The form may not contain the name of the agent or specify how

the representative shall vote.

The provisions of this paragraph shall not prevent that

provide such authorisation form referred to in paragraph 4.

Law (2007:566).



Outsider's presence at the annual general meeting



55 section in a public limited-liability company shall a decision pursuant to section 6 of the

the first subparagraph shall be taken in accordance with paragraph 40.



Time to call in some public limited company



55 a of/expires U: 2016-02-01/

In a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, should notice

to another extraordinary general meeting of shareholders than such as referred to in section 19 of

shall be issued not earlier than six weeks and not later than three weeks prior to

the annual general meeting. Law (2010:1516).



55 a of/comes into force in: 2016-02-01/

In a public company, whose shares are admitted to trading on a regulated market or an equivalent market outside the European economic area, the notice of other extraordinary shareholders meeting than such as referred to in article 19 shall be issued not earlier than six weeks and not later than three weeks prior to the meeting.



When the FSA considers that there are grounds to believe that the company may be subject to resolution pursuant to


Act (2015:1016) concerning resolution, notice of extraordinary general meeting to consider a question about an increase of the share capital issued later than provided for in the first subparagraph, but not later than ten days before the meeting. The provisions of paragraph 16 of shareholder's right of initiative, and section 28, third subparagraph of the provision of shares book does not apply when the meeting is called pursuant to this paragraph. Law (2015:1030).



Honorifics



section 56 in another public company than referred to in section 56,

notice of the general meeting, in addition to the provisions of section 23, be

through an announcement in post-och Inrikes Tidningar and at least one of the

the statutes specified national daily newspaper.



In the articles of association may provide that notice shall be

in the manner referred to in section 56. In that case, paragraph 56 (b) applied

instead of section 25. In addition, section 56 c and paragraph 63

applied. Law (2010:1516).



Honorifics in some public limited company



56 a of a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, should notice

to the general meeting be published in Gazette

Newspapers and by the notice on the company's

Web site. Notice shall, where appropriate, also be at

otherwise specified in the articles of Association.



The notice shall immediately and at no cost to the recipient will be sent

by post to those shareholders who request them and provide their

postal address. If the annual general meeting to be held at another time

than the one specified in the articles of Association, the notice without cost

for the recipient are sent by mail to each shareholder whose

postal address are known to the company.



While the company can be found at:

at least one of the articles of association specified national daily newspaper

State that the notice has been made, and then enter the company's name and

registration number, the type of general meeting,

held, the time and place of the meeting as well as the conditions under

section 2 of the shareholders ' right to participate in the meeting. In the ad,

It set out how a shareholder may take part in the notice on the company's

site or get it sent to himself.



Of ad, it should also be stated if the annual general meeting shall



1. treat a case of such amendment of the articles of association that

referred to in paragraphs 43 to 45,



2. consider whether the company should go into liquidation,



3. review the likvidators final statement or



4. treat a case of the company's liquidation is repealed.

Law (2010:1516).



Provision of documents for the AGM in some

public limited companies



paragraph 56 (b) of a public limited liability company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the annual report and Auditor's reports, or

copies of these documents, available from the company for

shareholders for at least three weeks prior to the annual general meeting.

The same applies, if applicable, the auditor's statement in accordance with

Chapter 8. § 54. Copies of the documents shall immediately and free of charge

the recipient shall be sent to the shareholders who so request and

provide their postal address.



The documents will be available on the company's website

for at least three weeks prior to the annual general meeting and the date of

the annual general meeting. They must also be presented at the meeting.

Law (2010:1516).



Provision of form ahead of the general meeting of shareholders in certain

public limited companies



paragraph 56 (c) of a public limited liability company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

proxy forms and forms for postal ballot held

available on the company's website for at least three weeks

prior to the general meeting and the date of the meeting.

Law (2010:1516).



The Board's and the ceo's disclosure



57 § in a publicly traded Corporation Board of Directors and the

the Executive Director shall be obliged to provide information pursuant to

32 paragraph 2 only at a general meeting where

the annual accounts or, where appropriate,

the consolidated financial statements are treated.



Vote



58 section in a public limited-liability company shall vote relating to elections

be closed only if the General Meeting decides on this.



Majority requirement



59 section in the articles of Association of a public limited-liability company may,

as regards the decision to dismiss a Board Member who has

appointed by the general meeting, no further conditions

than that set out in paragraph 40.



The liability for compensation of arbitrators



60 § If the company is a public limited company shall be at a

arbitration under section 54 responsible for remuneration of

the arbitrators. The arbitrators may, however, at the request of the company

decide that the company's counterparty in whole or in part to replace

the company for these costs, if there are special reasons for

it.



Decisions at the annual general meeting of shareholders in listed companies



61 of a limited company, whose shares are admitted to trading on

a regulated market in Sweden, at the annual general meeting shall be taken

guidelines for remuneration to senior

executives. The guidelines should have the content specified

in Chapter 8. paragraph 51 and paragraph 52.

Law (2007:566).



62 repealed by law (2010:1516).



The notice was content some public limited liability companies



63 section in a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, should a summons

at a general meeting, in addition to those mentioned in section 24, even

indicate the total number of shares and votes in

the company and, if appropriate, an indication of the company's holding

of own shares. The information must relate to the circumstances of the

date on which the notice is issued and be distributed in class.



The notice shall indicate on any website

the company provides the proxy forms and form

postal voting to be made available before the general meeting and the

documents to be presented at the meeting. In the notice, the

also be informed if the shareholders ' right to request information

According to § 32. Law (2010:1516).



Information to shareholders in certain public limited companies



64 § Under the conditions set out in paragraphs 65-67, a

public limited companies whose shares are admitted to trading on a

regulated market or an equivalent market outside the

The European economic area, to provide information to

shareholders with electronic devices even when the Act

given that the information is to be provided in some other way.

Law (2007:566).



65 § a decision to use electronic means of

information to the shareholders shall be taken by the general meeting.



Electronic means may be used only if the company has

reliable procedures to identify the shareholders.

Law (2007:373).



66 § company may inform the shareholders with electronic

means only if the shareholder after a request

sent by post has accepted such a procedure. A

shareholders who are not within two weeks from the request

aired has objected to the use of electronic means

shall be deemed to have accepted the procedure. By request, the

indicate that future information can be given with

electronic means, if not the shareholder expressly

oppose this.



A shareholder who has accepted that the information is submitted with

electronic means may at any time withdraw its

acceptance. Law (2007:373).



67 § as provided in the case of shareholders in paragraphs 64-66 shall

also apply to the person entitled to exercise the shareholder's

rights in his place. Law (2007:373).



Meeting Protocol in certain public limited companies



68 section beyond that provided for in §§ 48 and 49, concerning a

public limited companies whose shares are admitted to trading on a

regulated market or an equivalent market outside the

The European economic area, following.



If a shareholder before a vote, shall

the limited liability company in the minutes of the meeting or in an annex to the

Protocol report



1. the number of votes for and against the proposal for a decision,



2. the number of votes which, at present, shareholders have abstained from

to formulate;



3. the number of shares for which votes have been given and



4. the proportion of the share capital represented by those votes.



Protocol, except the electoral register, shall be accessible on the

the company's website no later than two weeks after the annual general meeting and

for at least three years. Law (2010:1516).



Chapter 8. The company's management



The Board of Directors



(1) a corporation shall have a Board of Directors with one or more

members. Of Chapter 3. Article 1, first paragraph, it appears that the number of

members of the Board of directors or the minimum and maximum number of

Board members shall be specified in the statutes.



In the case of public limited companies also applies to section 46.



paragraph 2 of the rules relating to employee representatives on the Board are

in the law (1987:1245) on board representation for the

private sector workers and the law (2008:9) of worker involvement

in cross-border mergers. Unless otherwise provided by these

laws or stipulated in this law, shall

workers ' representatives for the purposes of this Act

equated with Board members. Law (2008:14).



Deputy members



section 3 Of the members of the Board may be appointed deputies. If the Board of Directors

have fewer than three members, there must be at least one

substitute. Of Chapter 3. Article 1, first paragraph, it appears that the number of

Deputies or minimum and maximum number of alternate members shall

specified in the articles of Association.



The provisions of this Act if the Board comes in

applicable parts also alternate.




Duties of the Board



Main tasks



paragraph 4 of the Board of Directors is responsible for the company's organisation and

the management of the company's Affairs.



The Board shall continuously assess the company and, if the company is

the parent company of a group, the Group's financial situation.



The Board shall ensure that the company's organisation is structured

bookkeeping, financial management and the company's financial

other circumstances are controlled in a satisfactory manner.



If certain tasks are delegated to one or more of the Board's

members or to others, the Management Board shall act with care

and continuous control if delegation can be maintained.



Instructions for reporting to the Board



§ 5 the Board shall send written instructions when

and how such data is needed for the Board's assessment

According to paragraph 4, second subparagraph, shall be collected and reported to the

the Board of Directors. Instructions need not be notified of these

with regard to the company's limited size and activity

would be irrelevant for reporting to the Board.



section 6 of the repealed law (2014:539).



7 repealed by law (2014:539).



How the Board is appointed



section 8 of the Board shall be appointed by the general meeting. In the articles of Association

may provide that one or more members of the Board shall

designated otherwise. The Board of directors or a member of the Board of Directors may

not be given the right to appoint Board members.



In the case of public limited companies also applies to paragraphs 47 and 48.



Residence requirement



section 9, at least half of the Board members shall be residents

in the European economic area. If there is

specific reasons, the Swedish companies registration office in a case by case basis, decide

If exceptions to the residency requirement. Law (2014:539).



Obstacles to be member of the Board of Directors



section 10 a legal person may not be a Board member.



section 11 of The who is a minor or bankrupt, or who have a

trustee under Chapter 11. 7 § parental code cannot be

Member of the Board of Directors. The same applies to anyone who has

disqualification flowing from section 11 of the Act (2014:836) on

disqualification. Law (2014:848).



section 12 Of the Board may not without acceptable reasons appointed

someone who does not intend to take part in such activities as referred to in

This law is for the Board.



Board members ' term of Office



section 13, a mission that the Board comes to the end of the

first annual general meeting after the year in which the Board Member

was appointed. Changes in the composition of the Board, however, has the effect

First, from the date of notification of the change came in to

The companies registration office or from such later date as is specified in the

decision that the notification is based.



In the articles of association may provide that the Office of

Member of the Board shall be for a period longer than that specified in

the first sentence of the first paragraph. Basis shall be

cease by the end of the annual general meeting held during the

fourth financial year after that in which the Board member was appointed.



Member's early retirement



section 14 of The mission as member of the Board expires prematurely, if

the Board member or the who has appointed him or her

reports that the mission must cease. Notification shall be made in

the Board of Directors. If a member of the Board who are not selected by

the meeting would resign, notification shall also be made of the

has appointed him or her.



In the case of the impact of the resignation of the Executive Director regarding section 13

the second sentence of the first paragraph.



section 15 If a member's mandate is terminated prematurely, or if

the provisions of section 11 prevents him or her to be

Member of the Board of Directors and there is no substitute that can

stand in his or her place, the other

Board members take action to a new Member of the Board of Directors

be appointed for the remaining term of Office. Such measures need

not, however, be taken, if the former Board member was a

employee representative. The Board shall be elected by

the annual general meeting, the election will be delayed until the next annual general meeting, if

the Board is a quorum with the remaining members and

Deputies.



Bolagsverket's decision on the replacement of a member of the Board of Directors



section 16 If a member of the Board of Directors according to the articles of Association, which shall

appointed in another way than by choice of the meeting do not have

been appointed, to the companies Registration Office on request designate a replacement.

Application may be made by a member of the Board of Directors, a shareholder, a

creditor or someone else whose right may be due to

There is someone who can represent the company. Law (2011:899).



The Chairman of the Board



section 17 of a Board that has more than one Director, one of the

the members to be Chairman. The President shall lead the Board's

work and see to it that the Board carrying out tasks which

set out in paragraphs 4 and 5.



Unless otherwise provided in the articles of association or have

decided by the general meeting, elect the President. At

in the event of a tie, the election is decided by drawing lots.



In the case of public limited companies also applies to section 49.

Law (2014:539).



Board meetings



section 18 of the Chairman of the Board shall ensure that meetings are held

When it is necessary. The Board of Directors shall be convened if a

Member of the Board or the Executive Director requests it.



section 19 of the Executive Director has the right to attend and

be heard at meetings of the Governing Board, if the Board is not in a

particular case decides otherwise.



section 20 If a Board member is unable to attend a sitting

and there is a substitute who shall stand in his or

her place, he shall be given an opportunity to do so.



Such a substitute for employee representative designated

According to the law (1987:1245) on board representation for the

private employees should always get the evidence and be given the opportunity to

participate in the consideration of the Board's cases in the same way as a

Member of the Board of Directors.



The Board's quorum



section 21 of the Board of Directors is quorate if more than half of the entire number of

members of the Board or the higher number laid down in

the articles of Association are present. In determining whether the Board

is a quorum, the Board members who are incapacity, under section 23 of the

be deemed to be present.



Decisions must not be taken in a case, if not as far as possible

all Board members have



1. the opportunity to participate in the hearing, and



2. a satisfactory basis for deciding the case.



Majority requirements in Board decision



section 22 of That Board's decision applies, if the articles of association do not

provides for a special vote majority, believe that more than

half of those present and voting at the meeting. If equal

number of votes, the President has the casting vote. The Board is not

complete, will those who vote for the decision, however, represent more than

one-third of the total number of Board members, unless otherwise

provided for in the articles of Association.



Disqualification of Board Member



23 § A Board Member may not deal with a question of



1. contracts between the Board member and the company,



2. agreement between the company and a third party, if the Board Member

in question has a substantial interest that may be contrary to the

the company's, or



3. the agreement between the company and a legal person

the Board Member alone or with someone else,

represent.



The provisions of the first subparagraph shall not apply where:

the Board Member, directly or indirectly, by a legal

person, owns all the shares in the company. The provision in the first

paragraph 3 does not apply if the company's counterparty is a company

in the same group or in a group of similar kind.



With the agreements referred to in the first subparagraph is equated trial or

other actions.



Salaries and other remuneration to the Board of Directors



23 a of the general meeting shall decide on the remuneration and other

compensation for Board appointments to each of

the members of the Board.



The first subparagraph shall not apply to such issues and transfers

covered by Chapter 16. Law (2006:562).



Board minutes



section 24 at Board meetings shall be kept. In

the Protocol, the decisions the Board has made is recorded.



The minutes shall be signed by the person who has been

protocol drivers. It shall be adjusted by the President, if he

not have had the Protocol. If the Board has a number of members,

It shall be adjusted even by a Director appointed by the Management Board.



The members of the Management Board and the Executive Director has the right

to have a dissenting opinion recorded in the minutes.



section 25 If a corporation has only one shareholder, any agreement

between the shareholder and the company, which does not relate to the ongoing

business transactions on customary terms and conditions, shall be entered in or

be added to the Protocol.



section 26 of the Board's minutes shall be kept in numerical sequence and

stored in a reliable manner.



Executive Director



section 27 of the Board of Directors may appoint an Executive Director to carry out

the information set out in section 29.



For public limited liability companies also applies to paragraph.



Executive Vice President



section 28 if the company has a Managing Director, the Board of Directors may

appoint one or more vice Presidents.

The provisions of this law if the Executive Director

shall apply mutatis mutandis to an executive vice

Director.



If the Board of Directors has appointed several vice presidents,

It shall communicate the written instructions on the H2H

order these shall enter into the Executive Director

place.



The tasks of the Executive Director



section 29 of the Executive Director shall manage the day-to-day

Administration under the Board's guidelines and instructions.



The Executive Director may also, without the Board's

authorization to take measures with regard to the scope

and the nature of the company's operations are of unusual nature or of


great importance, if the Board's decision cannot wait without

significant inconvenience to the company's operations. In such cases

the Management Board shall, as soon as possible, be notified of the action.



The Executive Director shall take the measures

necessary for company accounts be carried out in

accordance with law and that its funds shall

be dealt with in a satisfactory manner.



Residence requirement for the Executive Director



section 30 the Executive Director must be resident in the

The European economic area. If there is

specific reasons, the Swedish companies registration office in a case by case basis, decide

If exceptions to the residency requirement. Law (2014:539).



Obstacles to be Executive Director



section 31 of The who is a minor or bankrupt, or who have a

trustee under Chapter 11. 7 § parental code cannot be

Executive Director. The same applies to anyone who has

disqualification flowing from section 11 of the Act (2014:836) on

disqualification. Law (2014:848).



32 § Managing Director cannot be appointed someone who doesn't

intends to take part in activities under this Act

It is for the Executive Director.



The Executive Director's term of Office



section 33 a decision to appoint an Executive Director of the company

and decision on the resignation of the Managing Director or

the dismissal has effect from the date of notification of the

the registration came in to the companies registration office or from the later

date specified in the decision.



Conflict of interest for the Executive Director



section 34 the Executive Director must not deal with a question

If



1. agreements between the Executive Director and the company,



2. agreement between the company and third parties, if the Executive

the Director in question has a substantial interest that may conflict

against the company, or



3. the agreement between the company and a legal person the

the Executive Director alone or together with any

other may represent.



The provisions of the first subparagraph shall not apply if the

Executive Director, directly or indirectly through a

legal entity, owns all the shares in the company. The provision in the

first paragraph 3 does not apply if the company's counterparty is a

companies in the same group or in a group of corresponding

kind.



With the agreements referred to in the first subparagraph is equated trial

or other action.



The Board of Directors as the company's representative



section 35 the Board of Directors represents the company and concludes its business.



Documents under this Act shall be signed by the Board of Directors

shall be signed by at least half of the entire number of

members of the Board.



The Executive Director as the company's representative



section 36 the Executive Director may always represent the company

and take out its firm concerning information which he or she

shall operate in accordance with section 29.



Special signatory



section 37 the Board may authorize a member of the Board of Directors, the

the Managing Director or any other to represent

the company and take out its firm (Special signatory).



At least one of the specific business subscribers shall be resident in

The European economic area. If there is

specific reasons, the Swedish companies registration office in a case by case basis, decide

If exceptions to the residency requirement. Otherwise,

rules of 31, 32 and 34 sections apply to a

signatory who is not a Board member or the managing

Director.



The Board may at any time revoke an authorization

referred to in the first subparagraph.



In the articles of association may provide that the Board may not be

leave such authorization referred to in the first subparagraph

or that such authorisation may be granted only to certain

terms and conditions. Law (2014:539).



38 § an authorization referred to in section 37 or a revocation of

such authorization has effect from the date of notification

If the authorization or the recall came in to the Swedish companies Registration Office

or from such later date as is specified in the authorization

or the withdrawal decision.



Restrictions on the right of signatory



section 39 the Board may provide for the right to represent the company

and take out its firm may be exercised only by two or more

people in the compound. Any other restriction on a

firma drawer right to subscribe for the company's name must not

registered.



Particular method of receiver



40 section if the company does not have an authorized representative who is

resident in Sweden, the Board shall authorize a person who is

living here on the company's behalf to accept service (Special

service recipients). Such authorization shall not be granted

to someone who is a minor or who have managers under 11

Cape. 7 § parental code.



General restrictions on substitutes ' skills



41 § Board or any other representative of the company

may not carry out an act or any other Act

is intended to give an unfair advantage to a shareholder or

another, to the detriment of the company or any other

shareholders.



A representative of the company must not follow a

instruction of the general meeting of shareholders or other corporate bodies, if

the instruction does not apply because it is contrary to this Act;

applicable law if the annual report or articles of Association.



Cross-functional



section 42 Of the Board or a particular signatory has undertaken

an act for the company and then have acted in contravention of the

the provisions of this law if the organs of jurisdiction, the

This Act is not against the company. Same is the case if a

Managing Director, when an act was exceeded

its jurisdiction under section 29 and the company proves that the counterparty

realized or off realize behörighetsöverskridandet.



The Act also does not apply to the company unless the Board of Directors,

the Executive Director or a particular signatory

has exceeded its authority and the company proves that the counterparty

realized or off realize befogenhetsöverskridandet. This applies to

unless the Board or the Executive Director has

violated a regulation on the objects of the company

or other regulations in the articles of Association

or of another company body.



Registration



43 § the company shall notify the companies registry for registration



1. the company's postal address,



2. who has been appointed as a Director, Deputy Director,

the Chairman of the Board, Chief Executive Officer, Deputy

Executive Director and special service recipients,



3. of what and how the company is signed.



The notification shall include the mailing address of the person

specified in the first subparagraph of paragraph 2 and 3. If mailing address is different from

the respondent's domicile, habitual residence should also be specified. The notification shall

In addition, include an indication of the designated persons ' social security number

or, if there is none, the date of birth. If a member of the Board of Directors

or a Deputy Director appointed under the Act (1987:1245)

on board representation for private employees or law

(2008:9) if the worker involvement in cross-border

mergers, this must be specified.



The notification is entitled to make the application as

the first paragraph. The who has been appointed to such a position

referred to in the first subparagraph of paragraph 2 also has the right to sign

his predecessor's resignation. Law (2008:14).



notification under § § 43 44 shall be made when the company

According to Chapter 2. section 22 is reported for registration and then immediately

When a relationship that has been notified or to be notified of

registration has been changed.



Notification of shareholding



45 § A Board member and a Managing Director, the when

taking up his duties to the company reporting its holdings of

shares in the company and other companies within the same group, if it

has not been done before. Changes in shareholding

shall be notified within one month. The information notified shall

be recorded in the share register.



The first subparagraph shall not apply to the extent the Board Member

or the Executive Director is obliged according to the

Act (2000:1087) concerning the obligation for certain holdings of

financial instruments.



Special provisions applicable to public limited-liability companies



The number of Board members



46 section in a public company, the Board shall have at least three

members.



Rules of procedure



46 a of the Board of a public limited-liability company shall annually

establish written rules of procedure for its work. In

the rules of procedure shall specify how work where appropriate

should be distributed between the members of the Board, how often the Board

shall meet and the extent to which the alternates shall

participate in the work of the Board and called for its

meetings. Law (2014:539).



Instructions on the Division of labour between the bodies



46 b the Board of Directors of a public company, in written

instructions specify the Division of labour between, on the one hand,

on the other hand, the Board of Directors and the Executive Director and

the other bodies which the Board establishes. Law (2014:539).



Who appoints Board members



47 section in a public limited-liability company, more than half of

Board members are appointed by the general meeting.



Information for Trustees



48 section in a public limited-liability company, the Chairman of the general meeting,

prior Board elections are held, leaving the task to the general meeting of shareholders

about the mission the elections case holds in other companies.



Especially if the Chairman of the Board



49 section in a public limited-liability company, the Chairman of the Board not

be the Chief Executive Officer of the company.



The Chairman of the Board shall, in addition to those mentioned in section 17,

see to it that the Board in carrying out the tasks set out in 46 (a)

and 46 b sections. Law (2014:539).



Audit Committee



49 (a) of a limited company, whose securities are


admitted to trading on a regulated market, the Board of Directors shall have

an Audit Committee. The members of the Committee shall not be

employees of the company. At least one Member shall be independent and

have expertise in accounting or auditing.



The company may decide that the Board should not have any

the Audit Committee, provided that the Board of Directors



1. to fulfil the tasks set out in paragraph 49 (b), and



2. complies with the requirements referred to in the first subparagraph, third

the sentence. Law (2009:565).



49 b of the Audit Committee shall, without prejudice to

the Board's responsibilities and tasks in General,



1. oversee the company's financial reporting,



2. with respect to the financial reporting monitor

the effectiveness of the company's internal control, internal audit

and risk management,



3. stay informed about the audit of the annual accounts and

the consolidated financial statements,



4. review and monitor the auditor's impartiality and

independence and paying particular attention to whether the auditor

the company provides services other than audit services,

and



5. assist in the preparation of proposals to the annual general meeting

decision on Auditors. Law (2009:565).



Executive Director



50 section in a public limited-liability company shall always be a

Executive Director to fulfill the tasks set out in the

section 29.



Obstacles to be member of the Board of directors etc. for former auditor

in some public limited company



50 a of The has been an auditor of a company, whose

securities are admitted to trading on a

regulated market, may not be a Board Member,

the Chief Executive Officer or other senior executives

in the company, unless at least two years have elapsed since he or

She left the audit engagement.



The first paragraph also applies to anyone who has been the principal

for audit under section 17 of the Auditors Act (2001:883).

Law (2009:565).



Guidelines for remuneration to senior executives in the

Prin



section 51 in a limited company, whose shares are admitted to trading on

a regulated market in Sweden, the Management Board shall each year

establish guidelines for determining salaries and

other remuneration to the President and other

members of the company management. With compensation equivalent

transfer of securities and the grant of the right to

the future acquire securities from the company. The guidelines shall

refer to the time of the next annual general meeting.



Information about past decisions on remuneration which has not

due for payment shall be annexed to the proposal.



If, in the cases referred to in section 53, the guidelines that the general meeting of shareholders

have decided on has not been followed, shall also

This and the reason for the deviation shall be attached to the proposal.



The first subparagraph shall not apply to such issues and transfers

covered by Chapter 16. It does not apply to compensation

(a) subject to paragraph 23. Law (2007:566).



section 52 Of the proposal under section 51 provides for compensation

not in advance is determined to a certain amount, the

indicate the amount of art and under what

conditions shall be provided or can be claimed.



In the case referred to in the first subparagraph shall be annexed to the proposal

an indication of what the company's commitments vis-à-vis the persons

covered a total of can be calculated to cost the company at various

possible outcomes. Law (2006:562).



section 53 of the guidelines referred to in paragraph 51, it determined that

the Board of Directors may deviate from the guidelines, if in an individual case

There is a particular reason for it. Act (2006:562).



54 § the auditor shall, not later than three weeks before the annual general meeting

submit a written, signed statement to the Board on the

whether the guidelines referred to in section 51 and that has been in force since

the previous annual general meeting have been followed. If the guidelines referred to in

the auditor's opinion has not been followed, the reasons for this

assessment. Law (2006:562).



Chapter 9. Revision



Obligation to have an accountant



(1) a public limited company must have at least one auditor, unless otherwise

the provisions of this section.



In the articles of Association of a private limited company may indicate that

the company shall not have any accountant.



The second paragraph does not apply if the company meets more than one of

the following terms and conditions:



1. the average number of employees in the company have in each of

the last two financial years amounted to more than 3.



2. the company's reported total assets have for each

of the last two financial years amounted to more than 1.5

million,



3. the company's reported net sales have for each

of the last two financial years amounted to more than 3

million.



The third paragraph applies also to the parent company in a group, if

the Group meets more than one of the conditions set out therein.

In the application, receivables and liabilities between

Group companies, as well as internal profits are eliminated. The same

apply for income and expenses related to the

transactions between group companies, as well as changes in

internal profit.



If a private company at the end of a fiscal year is

an accountant registered in the companies registry, the company

always have an accountant who leaves an audit report for

the fiscal year. Law (2010:834).



1 a § although the company in the articles of Association has stated that

the company shall not have any auditor, the general meeting may decide

to appoint an auditor. Law (2010:834).



Deputy Auditors



section 2 Of an auditor may be appointed one or more deputies.



The provisions of this law on auditors apply, mutatis

also alternate.



The auditor's tasks



section 3 of the auditor shall review the company's annual report and

accounts and the Board's and the ceo's

management. The examination shall be as detailed and comprehensive

as generally accepted auditing standards require.



If the company is the parent company, the auditor shall also examine

the consolidated financial statements, if such is established, and

peer group companies for commercial purposes.



4 § the auditor shall follow the instructions of the general meeting, unless they

contrary to law, statutes or generally accepted auditing standards.



5 § the auditor shall, after each fiscal year, submit a

Auditor's report to the general meeting. Provisions on

the story's content and the time when it shall be submitted to the

the company's Board of Directors, see §§ 28-36.



If the company is a parent company that is required to establish

consolidated financial statements, the auditor shall also submit a

the auditor's report in accordance with the provisions of section 38.



section 6 in conjunction with the audit the auditor to the Board of Directors and the

the Executive Director shall obtain the erinringar and do

the observations resulting from generally accepted auditing standards. Provisions on

erinringar can be found in section 39.



6 a of the auditor shall, in addition to what follows from paragraph 6 of the report

to the Audit Committee on significant matters that

revealed by the audit. This is especially true for deficiencies

in the company's internal control of the financial

reporting.



In the cases referred to in Chapter 8. 49 a of the second paragraph, the Auditor in

rather than report to the Board. Law (2009:565).



6 (b) § the auditor should



1. If there is any circumstance that could significantly disrupt the

confidence in his or her impartiality or

independence, consult with the Audit Committee on this

relationship and the measures taken,



2. the Audit Committee annually submit a written

Declaration of impartiality and independence, and



3. the Audit Committee annually disclose what other

non-audit services that he or she has

provided the company.



In the cases referred to in Chapter 8. 49 a of the second paragraph, the Auditor in

rather than turn to the Board. Law (2009:565).



Provision of information, etc.



section 7 of the Board and the Executive Director shall provide

Auditor time to conduct the review to the extent

the Auditor considers necessary. They shall provide the information and

the help that the auditor requests.



The same obligations, the Board of Directors, the Executive Director

and the auditor of a subsidiary against an auditor in

the parent company.



How an auditor appointed



§ 8 the auditor elected by the general meeting.



If the company is to have several accountants, get it in the articles of Association

to provide that one or more of them, though not all, will

appointed by means other than election at a general meeting.



In a company referred to in paragraph 2 of the 4 Act (2002:1022) if the revision

of government activities, the National Audit Office designate one or

more auditors to participate in the audit together with other

Auditors.



In 9, 9 a, paragraphs 25 and 26 provides for Bolagsverket

in some cases, shall appoint an auditor. Team (2013:737).



Minority shareholders ' auditor



§ 9 a shareholder may propose that an auditor is appointed by the

The Swedish companies registration office to participate in the audit together with other

Auditors.



The proposal will be made at a general meeting where Auditors

is to occur, or the proposal according to the notice of the annual general meeting

should be treated. If the proposal is assisted by the owners of at least one

tenth of all shares in the company, or at least a

third of the shares represented at the general meeting and if

any shareholders applying for it at Bolagsverket, ska

The Swedish companies registration office shall appoint an auditor.



The Swedish companies registration office shall give the Board the opportunity to comment

before the Agency appoints an auditor. The decision shall indicate the time to

the next AGM. Team (2013:737).



9 a § On a company in a case referred to in paragraph 1, second subparagraph

does not have an auditor, the shareholders suggest that

The Swedish companies registration office shall appoint an auditor. In that case, section 9 other

and third paragraphs. Team (2013:737).



Obehörighetsgrunder



10 § whoever is bankrupt or has a business or

have managers under Chapter 11. 7 § parental code cannot be

Auditor.



Competence requirements




section 11 of the auditor shall have the insight and experience of

accounting and economic conditions with respect to the

the nature and scope of the company's activities required to

fulfill the mission.



12 § only those who are authorized or approved auditor may

be certified.



Provisions on authorized and approved Auditors, see

the Auditors Act (2001:883).



13 § at least an auditor appointed by the general meeting of the shareholders shall be

certified public accountant, if



1. the company meets more than one of the following conditions:



a) the average number of employees in the company have in each of

the last two financial years amounted to more than 50,



(b)) the company's balance sheet total has reported for each

of the last two financial years amounted to more than 40

million,



(c) the company's sales have accounted for) each

of the last two financial years amounted to more than 80

million, or



2. the company's shares, warrants or debentures are

admitted to trading on a regulated market or a

the corresponding market outside the European economic

area. Team (2013:218).



section 14 of the provisions of section 13 shall also apply to parent companies in a

Group, if the Group meets more than one of the following

terms and conditions:



1. the average number of employees in the Group during each

of the last two financial years amounted to more than 50,



2. consolidated companies ' reported total assets have for each

and one of the last two financial years amounted to more than

SEK 40 million,



3. Group companies, reported net sales have for each

and one of the last two financial years amounted to more than

SEK 80 million.



For the purposes of the first subparagraph of paragraph 2 and 3, receivables

and liabilities between group companies, as well as internal profits,

are eliminated. The same is true for revenues and expenses

related to transactions between the consolidated companies, as well as

change of internal profit. Law (2010:834).



section 15 Of the companies covered by the provisions of 13 or

section 14, the Swedish companies registration office may decide that the company instead of a

certified public accountant may designate a particular approved auditor.



A decision referred to in the first subparagraph may be granted if the

approved auditor is an auditor of the company and there are

special reasons. In determining whether there are special

reasons to the auditor's expertise and experience in the company

be considered in particular. The decision is valid for a maximum period of five years.

Law (2014:539).



section 16 of the companies other than those referred to in paragraphs 13 and 14 should a

authorized public accountant appointed to Auditor, if the owner of the least

one tenth of all shares in the company requests it at the

General meeting where Auditors should occur. Team (2013:218).



Conflict of interest



section 17, it must not be an accountant who



1. owns stock in the company or any other company in the same group,



2. is a member of the Board of directors or the Managing Director in

the company or its subsidiaries or advises on the company's

accounting or financial management or the company's control

above,



3. are employed by or otherwise has a child or

dependent of the company or any referred to in 2,



4. works in the same company as the professional advising

company basic bookkeeping or financial management or

the company's control over



5. are married or cohabiting with or sibling or relative in

the right ascending or descending line to a person referred to in 2,



6. are besvågrad with a person referred to in 2 in the correct up-or

descending line or so that one is married to the other's

sibling, or



7. is in debt to the company or another company in the same

group or have a commitment that a company has

set security for.



In the case of a limited liability company referred to in section 13 or 14,

rather than the first subparagraph 4, that it must not

be an accountant who works in the same company as the one

Professional advising company during posting or

financial management or the company's control over.



The one under the first or second paragraph is not competent to

to be an auditor of a parent company may not be the Auditor in

its subsidiaries. Law (2006:399).



section 18 of the audit, an auditor may not hire someone that according to

section 17 is not eligible to be an auditor. If the company or its

the parent company has employees tasked with exclusively or

mainly care for the internal audit, the auditor may, however,

the audit may engage such employees to the extent

is in accordance with generally accepted auditing standards.



Audit firms



section 19 of The Auditor, a registered public accounting firm

be appointed.



Rules on who may be responsible for the audit

When an audit firm appointed to be an accountant and if

1underrättelseskyldighet, see section 17 of the Auditors Act (2001:883).

The following provisions of this chapter shall apply to the

principal:



sections 17 and 18 of his disqualification,



section 21A of the Mission's duration and the prohibition for a certain time to participate

in the audit,



40 section of attendance at the general meeting, and



sections 47 and 48 on registration. Law (2010:1516).



Auditor for subsidiaries



section 20 Among the Auditors in a subsidiary should be at least one also

be the auditor of the parent company.



The auditor's term of Office



section 21 of the mission as an auditor comes to the end of the first

annual general meeting held after the year of appointment.



In the articles of association may provide that the Office of auditor shall

apply for a longer time than provided for in the first subparagraph.

However, the mission will end no later than the end of the annual general meeting

held during the fourth financial year after that in which the

Auditor.



In the cases referred to in section 24, a new auditor is appointed for the

time that remains of the previous auditor's term of Office.

Law (2010:834).



section 21A of the mission as an accountant for a company whose transferable

securities are admitted to trading on a regulated market,

may cover no more than seven consecutive years.



Anyone who has been an auditor of the company for seven years under the

the first subparagraph shall not participate in the audit, unless at least two

years have passed since he or she left

the audit engagement. Law (2009:565).



Resignation and removal from Office prematurely



section 22 of a mission as an auditor ceases prematurely, if



1. the Auditor reports to the mission to cease, or



2. the appointment of the Auditor by dismissing him or her

on objective grounds and reports that the mission must cease.



The notification referred to in the first subparagraph shall be made to the Board. If a

auditor who is not elected at the general meeting to resign, should

Auditor report it also in the who has appointed him or

her. Law (2009:565).



section 23 of an accountant whose mandate expires prematurely shall immediately

report this for registration in the companies registry. He or

She shall provide a copy of the notification to the company's Board of Directors.



The auditor shall include in the notice give an account of what he or

She has found in the examination that he or she has done

during the part of the current financial year as the Mission has

included. For notification as provided for in section 33

paragraph, paragraphs 34 and 35 of the auditor's report.



23 a of If an auditor's mission is terminated prematurely, the auditor

and the appointed auditor shall inform the registration office if

the reason for this. Law (2009:565).



section 24 If an auditor's mission ends prematurely, or if

the provisions of 10-17 sections or provisions of the articles of Association

prevents him or her to be an accountant and there are no

any substitute, the Governing Board shall take steps to a new

auditor appointed.



Bolagsverket's appointment of Auditor



section 25 on application to the Swedish companies registration office, appoint an auditor when



1. certified public accountant or certified auditor is not appointed

under 12, 13, 14 or section 15, in spite of this to happen,



2. the auditor is unauthorized under 10 or section 17 and it does not

any competent deputy auditor, or



3. a provision in the articles of association if the number of Auditors

or if the auditor's powers have not been respected.



An application referred to in the first subparagraph may be made by anyone.

The Board is required to make an application, if it is not urgently

possible through the appointment of a new auditor that according to section 8, have the right

to appoint an auditor. Team (2013:737).



section 26 Of the general meeting, despite a request made under section 16, do not have

appointed a certified public accountant and a shareholder in the

a month from the meeting claiming it at the Swedish companies registration office,

to Bolagsverket appoint such an accountant. Team (2013:737).



27 § Bolagsverket should give the Board the opportunity to

comment before the Agency decides on a matter under 25 or

section 26. The appointment shall be for the period until another accountant

has been appointed in the prescribed manner.



By appointment under section 25, first paragraph 2 to the companies Registration Office

remove the unauthorized public accountant. Team (2013:737).



The audit report



section 28 of the auditor's report shall be submitted to the Board of Directors

at the latest three weeks prior to the meeting.



The auditor shall make a reference to the annual report to

the audit report.



section 29 introduction the audit report shall indicate:



1. the company's name and registration number,



2. the financial period to which the audit report refers to, as well as

3. the norm system of accounting as the company

have applied.



The audit report shall be signed by the auditor and

indicate the date the audit was completed.



section 30 of the Auditors ' report shall specify the

norm system of revision that the auditor has applied.



Where appropriate, the audit report also indicated



1. If the Auditor in a question raised in the audit report

have an opinion that differs from the Board's auditor or another,




2. If the audit scope, approach or scope is limited,

or



3. If the Auditor considers that it lacks sufficient information to

make any statement according to § 31-33.



section 31/expires U: 2016-01-01/

The audit report shall include a statement

whether the annual accounts have been prepared in accordance with

applicable law on annual accounts. In the statement, the Special

specified



1. If the annual accounts give a true and fair view of the company's

results of operations, and



2. If the statutory Administration report is consistent with

other parts.



If the annual accounts have not been provided such information

to be disclosed by applicable law if the annual report,

the auditor indicate this and, if possible, provide the necessary

information in their story.



The first and second subparagraphs shall not apply in case of revision of a

such corporate governance report referred to in Chapter 6. 6 §

annual accounts Act (1995:1554). In that part shall

the audit report instead include a statement

whether such a report has been drawn up or not. When the

concerning such information in the report referred to in Chapter 6. 6 §

second paragraph 2-6 annual accounts Act shall report on

include a statement as to whether the information is compatible

with the other parts of the annual report. Law (2009:37).



31 section/entry into force: 01/01/2016

The audit report shall include a statement

whether the annual accounts have been prepared in accordance

with applicable law on annual accounts. In the statement, the

in particular, the



1. If the annual accounts give a true and fair view of the company's

results of operations, and



2. If the management report is consistent with the

the other parts of the annual report.



If, in the annual report has not been provided such

information to be provided in accordance with applicable law if

annual report, the auditor must indicate this and, if it is

possible, provide the necessary information in its story.



The first and second subparagraphs shall not apply in case of revision of the

such a corporate governance report referred to in Chapter 6. 6 §

annual accounts Act (1995:1554). In that part shall

the audit report instead include a statement

whether such a report has been drawn up or not. When the

concerning such information in the report referred to in Chapter 6. 6 §

second paragraph 2-6 annual accounts Act, to the story

Furthermore include a statement as to whether the information is

consistent with the other parts of the annual report and in the

compliance with applicable law on annual accounts. If

This information contains material errors, the auditor set

This and point out what kind of error it is.

Law (2015:824).



32 § audit report shall include the statements on

whether



1. the general meeting should determine the balance sheet and

income statement,



2. the general meeting should decide on the disposition of the

the company's profit or loss according to the proposal in

the annual report, and



3. the Management Board and the Executive Director, if

case has drawn up a list referred to in chapter 21. section 10 of the

certain loans and securities.



If the auditor believes that the balance sheet or income statement

should not be determined, he or she shall make a note of it on the

the annual report.



section 33 Auditors ' report shall include a statement

whether the members of the Management Board and the Executive Director

should be granted discharge vis-à-vis the company.



If the auditor at their review has found that a

Member of the Board of directors or the Managing Director has

taken any action or committed any

omission could give rise to liability for damages, it shall

It should be noted in the story. The same applies if the auditor at

the review has found that a member of the Board of directors or the

the Managing Director has, in any other way, acted in

violation of this law, the applicable law concerning the annual accounts or

the articles of Association.



34 § in the audit report, the auditor should object if he or

She has found that the company has not fulfilled its obligation

to



1. make a tax deduction under the tax procedure law

(2011:1244),



2. sign up for registration under Chapter 7. section 2 of the

tax Procedure Act,



3. submit tax return in accordance with chapter 26. section 2 or 37 Cape.

section 4 of the tax Procedure Act, or



4. timely pay taxes, fees and charges are subject

tax procedure law. Law (2011:1417).



35 § in addition to what follows from paragraphs 29-34, an accountant in

the audit report providing such information as he or

She believes that shareholders should be aware of. If

the annual accounts contain information relevant for

information, the auditor shall make reference to the data.



section 36 Of the former accountant has made a notification in accordance with section 23,

a copy of the attached to the audit report. Even

copies of the notifications that the auditor and the

appointed auditor has provided under section 23 shall be annexed to the

the audit report. Law (2009:565).



37 § the auditor shall immediately send a copy of

Auditors ' report to the tax office, if the auditor's report

contains



1. representations under paragraph 33, or



2. the statements that



-the annual report has not been prepared in accordance with

applicable law on annual accounts,



-the information to be provided under the applicable law

the annual report has not been submitted;



-the members of the management board or the Executive Director not

should be granted discharge vis-à-vis the company, or



-the company has not fulfilled an obligation referred to in section 34 (1)-

3.



Group Auditors ' report



section 38 in respect of the Auditors ' report on the terms of section 28 of the first

the paragraph about the timing of the submission of the audit report and

section 29, first paragraph 2 and the second paragraph, section 30, paragraph 31, and

second subparagraphs of paragraph 1, 32, 35 and 36 § § about

the content of the audit report.



Group introduction the audit report shall include the

the parent company's corporate name and registration number, and on which

the standard system for consolidated parent company

have applied.



On the consolidated financial statements, it should be made a reference to

consolidated auditor's report. If the auditor believes that

the consolidated balance sheet or income statement should not

be established, shall also be noted on the consolidated financial statements.

Law (2009:37).



Erinringar



section 39 Of the auditor has made an objection to the Board or

the Executive Director, shall be recorded in a

protocols or in another document. The document must be submitted

to the Board of Directors and the company shall keep it in a safe

way.



The Board will take up the reminder to treatment at a

meeting. The meeting shall be held within four weeks from the

the reminder has been sent. If objection is made by the

connection with the auditor's report, delivered to the company,

a meeting shall be held before the general meeting, which

the audit report is submitted.



Auditor's attendance at the annual general meeting



section 40 of the auditor has the right to be present at the meeting. He or

She is obliged to be present, if it matters, can

is considered necessary.



The auditor's professional secrecy



41 § the auditor must not to a single shareholder or to the

any except standing improperly disclose such

the company's Affairs which the auditor becomes aware when he

or she fulfills its mission, though it may be to the detriment of

the company.



Measures in case of suspicion of crime



42 § the auditor shall take the measures set out in paragraphs 43 and 44,

If he or she finds that it may be suspected that a

Member of the Board or the Executive Director under

of the company is guilty of crimes

under any of the following provisions:



1. Chapter 9. 1, 3 and 9, § 10. 1, 3, 4 and 5 sections plus 11

Cape. 1, 2, 4 and 5 of the criminal code,



2.2, 4, 5 and 10 of the skattebrottslagen (1971:69), and



3. sections 3 to 5 and, if the crime is not calling, section 7 of the Act (2014:307)

If the penalties for money laundering offences.



The auditor shall also take the measures set out in paragraphs 43 and 44,

If he or she finds that it may be suspected that someone in the

the scope of the company is guilty of crimes

under 10 Cape. 5 (a) and 5 (e) of the criminal code.



If the auditor finds that a suspicion of the kind referred to in

the first or second paragraph should prompt him or her

to provide information as referred to in Chapter 3. section 1 of the Act (2009:62) if

measures against money laundering and the financing of terrorism,

However, the measures referred to in paragraphs 43 and 44 are not taken.

Law (2014:313).



43 § an auditor finds that the existence of such

criminal suspicion referred to in section 42 shall without undue delay

inform the Board about their observations.



Any notice need not be given, if it can be assumed

that the Board would not take any injury prevention

response to notification or

notification of other reasons appear to be meaningless or

contrary to the purpose of the notification.

Law (2009:76).



44 section no later than four weeks after the Board has

notified in accordance with paragraph 43 should the Auditor in a

a separate document to prosecutors describe the suspicion and

specify the circumstances in which the suspicion is based.



The first subparagraph shall not apply where:



1. the economic damage of the suspected offence has

replaced and other detrimental effects of deed has

remedied,



2. the suspected offence has already been notified to the

The police or prosecutors, or



3. the suspected offence is insignificant.



In the cases referred to in paragraph 43, the Auditor, if


notification of the suspected offence has not already been provided to the

The police or prosecutors, without undue delay submit

such an act referred to in the first subparagraph.



When the document referred to in the first subparagraph, shall

the auditor shall immediately ascertain whether he or she should resign from his

Mission. Law (2014:602).



The auditor's disclosure in relation to the general meeting of shareholders



45 § the auditor is required to provide the general meeting the

information meeting requests, to the extent that it would not be

significant damage to the company.



The auditor's obligation towards the medrevisor and others.



46 § the auditor is required to make a medrevisor, a new

Auditor, a layman's accountant, a special reviewer and, if

the company is in bankruptcy, the trustee in the

information about the company's Affairs.



In addition, the auditor is required to, on request, provide

information on the company's Affairs to

-patient basis during preliminary investigation in criminal cases.



The auditor of a public limited company governed by Chapter 2. paragraph 3 of the

public access to information and secrecy (2009:400) is also required

upon request, provide information on the company's Affairs

to the Member representative Auditors of the municipality, County Council

or in those local authorities that the municipality or County

included in the.



The auditor of a public limited company in which the State owns all

shares are required to disclose on request

the company's Affairs to the National Audit Office. Law (2009:511).



Registration



47 § company for registration in the companies registry

report of who has been appointed as an auditor. Notification need not

made if the auditor designated by the companies registration office.



The notification shall indicate the auditor's postal address. If

mailing address differs from the auditor's domicile, shall also

the residence indicated. The notification shall further contain an indication of the

the auditor's social security number or, if there is none, the date of birth.

If the auditor is a registered public accounting firm, the notification

also include the company's registration number and if

who is the main responsible for the audit.



Right to notify the notification applies.

Team (2013:737).



notification under § § 47 48 shall be made when the company

According to Chapter 2. section 22 is reported for registration and then immediately

After a change has occurred in a relationship

has been notified or to be notified of registration.



10 Cape. General and specific review



General review



When a lay auditor may be appointed



(1) unless otherwise provided in the articles of Association, may, in a

limited liability company designated one or more persons (lay Auditors)

to carry out such a review referred to in paragraph 3.



The provisions of this law if the Auditors do not apply to

lay Auditors.



Substitute for the lay auditor



section 2 Of the lay auditor may be appointed to one or more

Deputies. The provisions of this law if the lay auditor

apply mutatis mutandis substitute.



Lay the auditor's tasks



3 § Lay the auditor shall review the company's operations are managed

in an expedient and from an economic point of view

and if the company's internal control is

sufficient. The examination shall be as detailed and comprehensive

as a good practice in the conduct of this kind of review requires.



4 § Lay the auditor shall follow the instructions of the general meeting, if

they do not contradict the law, statutes or good manners.



5 § Lay the auditor shall, after each fiscal year, submit a

audit report to the annual general meeting. Provisions on

report contents and the time when it shall be submitted to the

the company's Board of Directors, see section 13.



6 § Lay the auditor must not sign such

audit report referred to in Chapter 9. § 5.



Provision of information, etc.



section 7 of the Board and the Executive Director shall provide

lay the accountant opportunity to carry out the examination in the

extent lay the Auditor considers necessary. They shall

provide the information and assistance lay auditor requests.



The same obligations, the Board of Directors, the Executive Director,

the auditor and lay the auditor of a subsidiary to a

lay an auditor of the parent company.



How a lay auditor is appointed



8 § lay auditor is elected by the general meeting, unless

the articles of association contain provisions that lay auditor

shall be appointed in any other way.



Obehörighetsgrunder



§ 9 the person is a minor or is bankrupt or has a

disqualification or trustee under Chapter 11. 7 §

parental code cannot be the lay Auditors.



Conflict of interest



section 10 shall not be lay auditor



1. owns stock in the company or any other company in the same group,



2. is a member of the Board of directors or the Managing Director in

the company or its subsidiaries or advises on the company's

accounting or financial management or the company's control

above,



3. are employed by or otherwise has a child or

dependent of the company or any referred to in 2,



4. works in the same company as the professional advising

company basic bookkeeping or financial management or

the company's control over



5. are married or cohabiting with or sibling or relative in

the right ascending or descending line to a person referred to in 2,



6. are besvågrad with a person referred to in 2 in the correct up-or

descending line or so that one is married to the other's

sibling, or



7. is in debt to the company or another company in the same

group or have a commitment that a company has

set security for.



In the case of limited-liability companies referred to in Chapter 9. 13 or section 14 applies,

rather than the first subparagraph 4, that it must not

be the lay Auditors working in the same company as the one

Professional advising company during posting or

financial management or the company's control over.



The one under the first or second paragraph is not competent to

be the lay auditor of a parent company may not be

lay auditor in its subsidiaries. Law (2006:399).



section 11 of The lay auditor, the audit of the company

hire someone who under section 10 is not competent to be

lay Auditors. If the company or its parent company have employees

to solely or principally for the

internal audit, the auditor may, however, lay in the examination

use the services of such employees to the extent it is compatible with

good manners.



Departure



section 12 of a mission that lay auditor ceases

lay the auditor or the appointed lay auditor

reports that the mission must cease. Notification shall be made in

the Board of Directors. If a lay auditor is not selected on the

General meeting would resign, lay the auditor report it also

in the who has appointed him or her.



The review report



paragraph 13 of the Audit report shall be submitted to the Board of Directors

at the latest three weeks prior to the meeting.



The report will lay the auditor express an opinion on such

conditions referred to in section 3 and on such conditions as he

or she has been required to review under paragraph 4. If

lay the auditor finds cause for complaint against any

Member of the Board of directors or the Managing Director, shall

He or she will inform you about this in the report and provide information on

the reason for the complaint.



Lay the auditor may audit report also provide other

information which he or she believes that shareholders should get

knowledge of.



section 14 of the audit report shall be made available to and

be sent to the shareholders in the manner provided for in Chapter 7. section 25

and be presented at the annual meeting.



If the company's activity is regulated in the law

Constitution or if the State as owner or by addition of

grant funds or by agreement or in any other way,

a dominant influence over its operations, the

the review report will be available at the company for

all who want to take advantage of it.



Lay the auditor's attendance at the annual general meeting



section 15 of the Lay auditor is entitled to attend the general meeting.

He or she is required to attend, if, having regard to

cases may be considered necessary.



Lay the auditor's professional secrecy



16 § Lay the auditor must not to an individual shareholder or

to any outside improperly disclose such

the company's Affairs which lay the auditor becomes aware of

When he or she fulfills its mission, if it can be

damage to the company.



Lay the auditor's disclosure in relation to the general meeting of shareholders



section 17 of the Lay auditor is obliged to provide the general meeting the

information that the meeting requests, to the extent that it would not

be of significant harm to the company.



Lay the auditor's disclosure vis-à-vis the Auditors and others.



section 18 of the Lay auditor is obliged to provide the company's auditor,

another lay auditor, a special reviewer and, if

the company is in bankruptcy, the trustee in the

information about the company's Affairs.



Lay auditor is also required to provide on request

information on the company's Affairs to

-patient basis during preliminary investigation in criminal cases.



Lay the auditor of a public limited company governed by Chapter 2. paragraph 3 of the

public access to information and secrecy (2009:400) is also required

upon request, provide information on the company's Affairs

to the Member representative Auditors of the municipality, County Council

or in those local authorities that the municipality or County

included in the law (2009:511).



Registration



section 19 of the company shall for registration in the companies registry

report of who has been appointed lay Auditors.



The notification shall contain information about the lay Auditors


postal address. If the mailing address differs from the lay Auditors

residence, habitual residence shall also be specified. The notification shall further

include the social security number lay auditor or, if

absence thereof, date of birth.



Right to notify the notification applies.



section 20 of the notification referred to in article 19 shall be made as soon as the lay auditor

has been appointed and then immediately after any change has

occurred in a relationship that has been notified or to be notified

for registration.



Special examination



section 21 of a shareholder may bring proposals for review by a

special examiner. Such a review may refer to:



1. the management and accounts for a certain elapsed

time, or



2. some actions or circumstances of the company.



section 22 a proposal under section 21 shall be prepared on a regular

General meeting or at the general meeting where the matter under

the summons to the general meeting of shareholders to be treated. If the proposal

assisted by the owners of at least one-tenth of all shares in

company or to at least one third of the shares that are

represented at the general meeting, companies Registration Office on application

of the shareholders appoint one or several specific reviewers.

The Swedish companies registration office shall give the Board the opportunity to comment

before any particular reviewer is appointed.



The following provisions shall apply to a special

Reviewer:



section 7 if the provision of information, etc.,



§ 9 on obehörighetsgrunder,



10 and 11 sections on conflict of interest,



section 15 if the attendance at the general meeting,



16 § confidentiality,



17 and 18 sections on disclosure and



Chapter 9. 19 § if audit firms.

Team (2013:737).



section 23 of the Special Inspector shall issue an opinion on its

review. The opinion shall be kept available for and transmitted

to the shareholders in the manner provided for in Chapter 7. section 25 and

be submitted to a general meeting.



The same right as a shareholder to partake of the opinion has

It no longer is a shareholder but was busy in

the electoral register for the general meeting in which the issue of appearance of

special examiner.



11 kap. Increase in share capital, the issuance of new shares,

the inclusion of certain cash loans, etc.



Increase in share capital and the issuance of new shares



The various forms of increase in share capital



§ 1 the company's share capital can be increased by using one of the following methods.



1. the amount of the share capital through a bonus issue is supplied.

Provisions on this, see Chapter 12.



2. New shares subscribed against payment according to a new issue

of shares. Provisions on this, see Chapter 13.



3. New shares subscribed on payment with use of

warrants that the company has released. Provisions on

This is found in chapter 14.



4. New shares given in Exchange for convertible bonds that the company has

released. Provisions on this, see Chapter 15.



Decision-making procedure



paragraph 2 of the decision on the bonus issue, rights issue of shares or issue

of warrants or convertible bonds (issue decision)

be taken by the general meeting. Decision to issue new shares or

issue of warrants or convertible bonds can also

be taken by the Board pursuant to chapter 13. sections 31-38, chapter 14. 24-31 § §

and 15 Cape. 29-36 sections.



If a proposal to issue decisions would not be compatible

with the articles of Association, the decisions on necessary modifications of

This is taken before the meeting in question on the issue.



§ 3 an offering decisions must not be taken until the company has

registered.



Definitions



section 4 of this Act means



bonus share rights issue: proof proof and legal proof,



Fund share: a new stock issued in connection with a

bonus issue,



bonus shares: shareholders ' rights according to Chapter 12. section 2 of the

mutual fund share,



bonus share rights proof: a proof of fund shares,



subscription right: shareholders ' pre-emption rights under Chapter 13. section 1,

Chapter 14. § 1 and 15. section 1 to the subscription of new shares,

warrants or convertibles,



subscription legal proof: a proof of subscription right,



convertible bond: a debt obligation issued by a

limited liability company for consideration and their holders, some one or

some man or order right or obligation that is wholly or

partly change its claim against shares in the company,



conversion: Exchange of convertible into new shares,



warrant: a commitment made by a limited company

If the right to subscribe for new shares in the company in return for payment in cash,



warrant evidence: evidence that gives the holder, specific to

or some one or order right to subscribe for new shares in the company

against payment in cash.



The issue of underwriting evidence



paragraph 5 of the joint stock company is not the record company, the company shall, at the request of a shareholder, the Fund share award or subscription rights issue underwriting evidence for the old shares. In such evidence shall identify how much evidence to be provided for each new share, convertible or warrant.

Evidence shall be provided to the shareholder on presentation of the share certificates on which mutual fund shares line or subscription right is based. It should be noted on the share certificate to issue certificate has been issued.



Issue evidence need not be issued if the 1. the issue means that every old share entitles the holder to one new share, convertible or warrant, or 2. a coupon to be found a stock certificate may be used as evidence of the issue.



The first subparagraph shall also apply when a holder of warrants or convertible bonds have the right to subscribe for new shares, warrants or convertible bonds.



Of Chapter 4. paragraph 5 of the law (1998:1479) on CSDs and the accounting of financial instruments, it appears that the issue does not warrant or evidence may be issued for shares or other financial instruments that have been registered in accordance with the law. Law (2016:60).



The signing of underwriting evidence, etc.



6 § Emission certificates, convertibles that were released in the form of

debentures and warrant certificate shall be signed by the

the Board of directors or, in accordance with the Board's authorization, by a

Securities Institute. The signature may be reproduced by

printing or in any other similar way. The provision in Chapter 1.

section 13 shall not apply.



Assignment and pledging of evidence etc.



section 7 Transferred or pledged emission certificate or

warrant evidence, the provisions on the bonds in 13,

14 and 22 of the Act (1936:81) if debt securities apply. In that regard,

the certificate shall be deemed to be a debt to

holder, if the holder has submitted to, and otherwise

deemed to be a debt to certain parties or order.



Registration of fund shares and subscription rights in

record companies



section 8 in a record company to fund shares and subscription rights are registered in the CSD register.



If the company has given holders of warrants or convertible bonds the right to subscribe for new shares, warrants or convertible bonds and warrants or convertible bonds are registered in the CSD register, also the right to subscribe shall be recorded in the same way.

Law (2016:60).



Sale of surplus bonus share rights and

subscription rights



§ 9 in an underwriting decision, it must be determined that the excess

bonus share rights and the subscription rights shall be sold by the company's

merchandise. In a bonus issue, the sale shall relate to each

shareholders ' Fund share award that does not correspond to a whole Fund share.

In the new issue of shares, the issue of warrants and

issuance of convertible bonds, the sale shall relate to each

the shareholders ' subscription right which does not correspond to a whole new stock,

warrant or convertible.



The sale shall be executed by a securities firm.

Payment of bonus share rights and subscription rights

shall, after deduction of selling expenses, shall be distributed

between those under 12. section 2, chapter 13. section 1, chapter 14. 1 §

or 15 Cape. paragraph 1 would have been entitled to receive each

Subscribe for the new shares, warrants or

the convertible bonds.



Entitlement to dividends on new shares



section 10 of the New shares carry rights to dividends, as has

determined in the issue decision. It shall not, however, mean

the entitlement arises later than for the year

After the year in which the increase of the share capital has been registered.



Dividends on new shares may not be paid until the rise of the

the share capital has been registered.



Some loans



section 11 a decision that the company must take up a loan shall

be taken by the general meeting or, after the annual general meeting

authorization, by the Board, if the size of the interest rate to be

run on the loan or the amount to be refunded shall increase

If the company's profits or dividends to shareholders increases.



An authorization referred to in the first subparagraph shall not extend

beyond to the next annual general meeting. Law (2007:317).



section 12 Has been deleted by Act (2005:836).



section 13 Has been deleted by Act (2005:836).



section 14 Has been discontinued by Act (2005:836).



section 15 has been withdrawn by Act (2005:836).



section 16 have expired by law (2005:836).



section 17 is discontinued by Act (2005:836).



section 18 Has been discontinued by Act (2005:836).



section 19 Has been discontinued by Act (2005:836).



section 20 Has been discontinued by Act (2005:836).



12 Cape. Bonus issue



Meaning of bonus issue



1 §/expires U: 2016-01-01/

At the bonus issue increased the share capital by



1. the amount is transferred from the revaluation reserve Reserve Fund, or

unrestricted equity according to the last set

the balance sheet, or



2. the value of a fixed asset is written off.



When calculating the space for the bonus issue referred to in the first

paragraph 1, the changes in the equity and

value transfers that have occurred after the balance sheet date are taken into account.




A bonus issue may occur with or without issuing new shares.



1 section/entry into force: 01/01/2016

At the bonus issue increased the share capital by



1. the amount is transferred from the revaluation reserve, reserve fund,

Fund for development expenditure, or equity

According to the last approved balance sheet, or



2. the value of a fixed asset is written off.



When calculating the space for the bonus issue referred to in the first

paragraph 1, the changes in the equity and

value transfers that have occurred after the balance sheet date are taken into account.



A bonus issue may occur with or without issuance of new

shares. Law (2015:824).



The right to the bonus shares



2 § at the bonus issue where new shares are issued, the shareholders have the right

in relation to the number of shares already held,

subject to the second or third paragraph.



If the company has different classes of shares that differ in

on the right to a share of the company's assets or profits, have

shareholders the right to new shares in accordance with

the articles of Association pursuant to Chapter 4. 4 section.



If the company has different classes of shares without distinction

between the share series referred to in the second subparagraph and the new

the shares shall be of the same type as the existing shares,

new shares shall be issued in proportion to the number of shares of

the same class before. In so doing, the old

the shares give entitlement to new shares of the same class in relation

for his share in the share capital.



How a bonus issue to be decided



Proposal for a decision



section 3 Of the general meeting must examine a case of a bonus issue,

the management board or, if the motion is brought by someone else,

the proposer shall draw up a draft decision in accordance with

the provisions of §§ 4-7.



4 §/expires U: 2016-01-01/

In the draft decision on the bonus issue, the following

listed:



1. the amount of the share capital shall be increased by,



2. If the new shares shall be issued in connection with the increase of

share capital, and



3. the extent to which the amount of the share capital shall

the share capital may be increased by supplied by



a. from the unrestricted equity,



b. from the reserve fund,



c. from the revaluation reserve, or



d. by appreciation of the value of a fixed asset.



4 section/entry into force: 01/01/2016

In the draft decision on the bonus issue, the following

listed:



1. the amount of the share capital shall be increased,



2. If new shares are issued in connection with the increase of

share capital, and



3. to what extent the share capital amounts to

the share capital shall be increased to be supplied with



a. from the unrestricted equity,



b. from the reserve fund,



c. from the revaluation reserve,



d. from the Fund for development expenditure, or



e. by appreciation of the value of a fixed asset.

Law (2015:824).



§ 5 If the new shares shall be issued in connection with the bonus issue,

to the proposal for a decision on the bonus issue also contain

data on



1. how many new shares as each old share shall confer the right

to,



2. the date from which the new shares shall give right to

dividends, and



3. the new class of shares, if the company is or may

issued shares of various kinds.



6 § where appropriate, the proposal for a decision on

the bonus issue will also contain the



1. whether the subject pursuant to Chapter 4. 6, 8, 18, or section 27 or

20 chapter. section 31 that apply to old shares in the company shall apply

even in respect of the new shares,



2. that the coupons to be found share certificates shall be used as

bonus share rights evidence,



3. the surplus bonus share rights sold according to 11

Cape. section 9, and



4. the record date, if the company's affiliated companies.



The record date may not be determined so that it occurs before the

the decision on the bonus issue has been registered.



If the resolution requires the amendment of the articles of Association,

shall also be stated in the proposal.



Supplementary information



section 7 Of the financial statements should not be dealt with at the general meeting,

, the following documents shall be annexed to the proposal under section 3:



1. a copy of the annual report which contains the last

balance the profit and loss account, provided with a

Note If the decision of the general meeting of the company's profit or

loss,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position which has occurred

After the filing of the annual accounts, as well as



4. the opinion of the statement referred to in (3),

signed by the company's auditor.



Provision of draft decisions, etc.



§ 8 the Board shall keep the proposal in accordance with paragraph 3, if any

case together with the documents referred to in section 7,

available for shareholders for at least two weeks almost

before the general meeting at which the issue of the bonus issue must be examined.

Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, and in terms of section 14 of the

instead of this paragraph. Law (2010:1516).



The decision of the general meeting



§ 9 a decision on the bonus issue must contain the information

shown in section 4, section 5 and section 6 of the first paragraph.



Registration of the issue decision



paragraph 10 of the decision on the bonus issue should immediately be notified of registration in the companies registry. The share capital is increased when the decision has been registered.



After registration to new shares immediately entered in the share register.



The record company, an application shall be made forthwith to the central registry of securities for which the record company that the issue has been registered. Law (2016:60).



The sale of fund shares



section 11 if any eligible claims on a Fund share is not

been made within five years from the registration of the

issue decision, the Board of Directors may sell its shares under

the provisions of sections 12 and 13.



section 12 of the Executive Board shall invite the person who is entitled to a Fund share

to remove it within a year. The eligible shall be informed of

that he or she would otherwise lose share. The call must not

made until the time specified in section 11.



The Board of Directors shall be deemed to have fulfilled their obligation under the first

paragraph if the call has been sent to the beneficiaries

mailing address by registered letter. If it was entitled

mailing address is not known to the company, the company shall be deemed to have

fulfilled its obligation, if the invitation has been published in



1. Post-och Inrikes Tidningar, and



2. the ortstidningar or, in public limited companies,

the national daily newspaper-as the Board determines.



section 13, if it has not received any notification within one year from the

the call referred to in section 12, the shares sold through a

Securities Institute. The one that shows up in a stock certificate, or

leave a bonus share rights or in any other way

attesting to their right, should get their share of the sale proceeds

after deduction of the costs of the appeal and sales.

Amounts that have not been lifted within four years from the sale

become the property of the company.



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies



section 14 in a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal in accordance with paragraph 3, together with, where appropriate,

the documents referred to in section 7, available to shareholders

for at least three weeks prior to the general meeting where the issue

If the bonus issue must be examined. Copies of the documents shall immediately

and at no cost to the recipient shall be sent to shareholders who

so request and provide their postal address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting.

Law (2010:1516).



Chapter 13. New issue of shares



Preferential rights



1 § in the case of the issuance of this chapter, the shareholders have

preferential rights to the new shares in relation to the

the number of shares they own.



The first subparagraph shall not apply, if



1. the shares shall be paid in kind, or



2. the right of pre-emption shall be regulated in other ways as a result of



a. such provisions in the articles of association referred to in Chapter 4.

section 3,



b. conditions given in a previous issue of

warrants or in a previous issue of

convertible securities, or



c. provisions of the resolution.



Shares held by the company itself or its subsidiaries holds gives

no pre-emption rights.



paragraph 2 of the decision of the general meeting pursuant to § 1, second subparagraph 2 (c) of

to deviate from the shareholders ' preferential rights is valid only

If it has been advised by shareholders representing at least two thirds of

both the votes cast and the shares represented at the

the annual general meeting.



How the issue is decided



Preparation of proposals



section 3 Of the general meeting shall examine a question of dends

shares, the Board of directors or, if the motion is brought by someone

other, the proposer shall draw up a proposal for a decision

According to the provisions of §§ 4-8.



The content of the proposal



paragraph 4 of the proposal pursuant to section 3 shall specify:



1. the amount or maximum amount, the share capital of the company

shall be increased by, or the minimum and maximum amount for

the increase,



2. the number of shares, the highest number of shares or minimum and

the maximum number of shares to be issued,



3. the amount to be paid for each new share


(the subscription price),



4. the right to subscribe for shares which shareholders or any other

shall have,



5. the period within which the share subscription shall take place,



6. the Management Board shall apply the allocation basis for the shares

not subscribed with pre-emption rights,



7. the period within which the shares must be paid or, in the

where appropriate, the drawing shall be effected by payment

According to the third paragraph of section 13, and



8. the date from which the new shares shall give right to

dividend.



Information referred to in the first subparagraph 1-3 do not need to be specified in

the proposal, if it is proposed that the annual general meeting shall adopt a

such authorisation as referred to in paragraph 5, first subparagraph, 8.



The subscription price under the first subparagraph 3 shall not be set lower

than the quota value. In companies whose shares are

admitted to trading on a regulated market or a

the corresponding market outside the European economic

area, however, the subscription price may be lower, if a

amount equal to the difference between the strike price and

the quota value of the share capital is supplied by transfer

from the company's equity in general or through the appreciation of

the value of the fixed assets. Such a transfer or

revaluation shall take place before the decision on a new issue

registered.



The proposal referred to in the first subparagraph 4 a deviation from

the shareholders ' preferential rights, shall state the reasons for the deviation and

the bases for the exercise price specified in the proposal or in a

the attached document.



The subscription period referred to in the first subparagraph 5 must be not less than two

weeks, if the shareholders shall have preferential rights to the new

the shares. In companies that are not affiliated companies are counted this time

from the date of the notification under section 12 has occurred or, if

all shareholders have been represented at the general meeting of shareholders that have

decided on the issue, from the decision. In VPC companies

count the time from the record date. Law (2007:566).



5 § where appropriate, the proposal referred to in paragraph 3 shall contain

indication of



1. class of shares, the new shares if the company exists or may

issued shares of various kinds,



2. whether the subject pursuant to Chapter 4. 6, 8, 18, or section 27 or

20 chapter. section 31 that apply to old shares in the company shall apply

of the new shares,



3. that the coupons to be found share certificates shall be used as

issue certificates,



4. excess subscription rights shall be sold according to 11

Cape. section 9,



5. record date, if the company's affiliated companies and

shareholders shall have a preferential right to participate in the rights issue,



6. the new shares shall be paid in kind, or in other

cases on such terms and conditions as described in Chapter 2. 5 section 1-3 and 5

or that the share must be purchased with right of setoff,



7. other special conditions for subscription and



8. authorization for the Board of directors or the Board of Directors appoints

within themselves to before the subscription period begins to run shall decide on which

amounts that the company's share capital shall be increased by, the number of

shares to be issued and the amount to be paid for

each new share.



If the resolution requires the amendment of the articles of Association,

must also be specified.



The record date may not be earlier than one week from

the date of the decision.



In the case of contribution in kind, the provisions of Chapter 2. section 6.



An authorization referred to in the first subparagraph 8 may only be made

If the shares are to be admitted to trading on a regulated market

or an equivalent market outside the European economic

area. If the company's affiliated companies and shareholders

shall have a preferential right to participate in the rights issue, the

the authorization should be tailored to the conditions decided by the date

that is five business days before the record date.



In the case of public limited companies also applies to section 39. Law (2007:566).



Supplementary information



section 6 Of the annual report should not be dealt with at the general meeting,

, the following documents shall be annexed to the proposal under section 3:



1. a copy of the annual report which contains the last

balance the profit and loss account, provided with a

Note If the decision of the general meeting of the company's profit or

loss,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position, which has occurred

After the annual report was submitted, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor.



Information on contribution in kind and set-off



section 7 of the proposal under section 3 shall be accompanied by a statement

the circumstances which may be relevant for the assessment

by



1. the value of the contribution in kind,



2. the terms referred to in Chapter 2. 5 section 1-3

and 5, or



3. terms concerning the right of set-off.



The report shall have the content specified in Chapter 2. 7 and

9 §§.



The proposal that a share to be subscribed by someone who

have a claim against the company with the right for him to pay for what

He or she signs through a set-off against the claim, it shall

of the statement indicate who are creditors, claim

amount and the amount of the claim which must be settled.



Auditor's review



paragraph 8 of the report under section 7 shall be audited by one or more

Auditors. An opinion of the audit, signed by

the auditor or auditors, shall be annexed to the proposal

section 3. The opinion shall, in respect of the value of the property and

terms referred to in Chapter 2. 5 section 1-3 and

5, have the content specified in Chapter 2. 19 paragraph 2

and 3 and the second subparagraph. Where applicable, the auditor

leave the corresponding information on the terms of

settlement.



An accountant referred to in the first subparagraph shall be an authorized

or approved public accountant or a registered public accounting firm. If

not otherwise specified by the articles of Association, the auditor is appointed by the

the annual general meeting. If any particular auditor is not appointed, shall

the review instead performed by the company's auditor.



For an auditor is appointed to carry out the audit in accordance with

first subparagraph Chapter 9. 7, 40, 45 and 46 §§.



This clause does not apply if the share capital is increased to the

newly issued shares to be used as consideration for

the shareholders of the transferring company in a merger or Division.

Law (2011:1046).



Provision of draft decisions, etc.



§ 9 the Board shall keep the proposal in accordance with paragraph 3, if any

case together with the documents referred to in paragraphs 6 and 8,

available for shareholders for at least two weeks almost

before the general meeting at which the question of the rights issue should be examined.

Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, concerning paragraph 39

instead of this paragraph. Law (2010:1516).



The convening notice content



section 10 of the notice to the general meeting of shareholders which shall examine the proposal

pursuant to paragraph 3 shall contain a statement of the right to subscribe for

shares which shareholders or other must have. About shareholders

should not have pre-emptive rights in proportion to the number of

shares they own or as provided for in

the articles of Association, the main content is specified.

Law (2007:317).



The decision of the general meeting



section 11 of the decision of the general meeting, to issue new shares shall

include the information as shown in paragraph 4 of the first and second

the paragraphs and paragraph 5 of the first paragraph.



In the case of public limited companies also applies to section 39.



Intelligence



section 12 of the companies is not the record company, a decision

According to section 11 immediately sent to shareholders, whose postal address is

known to the company, if the shareholder shall have a preferential right to

participate in the issue. The same applies to decisions on the basis of

AGM's authorisation has been taken by the Board or the

the Board of Directors has appointed.



The notification referred to in the first subparagraph is not required if all

shareholders have been represented at the general meeting of shareholders that have

decided on the issue.



Share subscription



How new shares are to be subscribed



paragraph 13 of the subscription of new shares by reason of a decision

new issue of shares shall take place on a subscription list that

contains the issue decision. A copy of the articles of Association

and, where applicable, copies of the documents referred to in

6-8 sections shall be annexed to the subscription list or kept

available for stock Illustrator to a location specified in the

the list.



Drawing may instead be in the meeting minutes, if all

the shares subscribed by those who are entitled to it at the

General meeting where issue decision is taken.



In the resolution, it must be determined that the artwork in question if the

all or a portion of the issue, instead, shall be done by

payment. In that case, the decision, and a copy of the

the articles of Association and, if applicable, copies of the

documents specified in §§ 6-8 shall be made available to

the subscribers of the company. Law (2014:539).



Effect of drawing is not done in the right way



section 14 A share subscription made otherwise than as specified

in section 13 may be asserted only if issue decision

be registered without having to share the Subscriber has previously notified

the error with the companies registration office.



Effect of shares subscribed with deviating conditions



section 15, if a stock has been signed with conditions that do not correspond

consistent with the resolution, is drawing invalid. Has

the invalidity was not notified at the Swedish companies registration office before

issue decision has been recorded, however, is share Subscriber


bound by the artwork but cannot rely on the condition.



Effects of conditions for share subscription has not been met



16 § after the registration of the issue decision, a

share artist not as a basis for the share subscription is invalid

rely on a condition of the order have not been met.



Inadequate underwriting etc.



section 17 if the issue decision have determined a specific amount

or a certain minimum amount of the share capital of the company shall

be increased by, the decision to apply, where the amount is not subscribed

within the subscription period.



If an issuing decision ceases to be valid pursuant to the first subparagraph,

This also applies to decisions about such a change of

the statutes which requires that the share capital is increased.



Issue decision ceases to apply, the amount

paid subscribed shares shall forthwith be paid back plus

interest in accordance with the second subparagraph of paragraph 2 and paragraph 5 of the interest Act (1975:635).

The same applies if a subscription for other reasons are not

binding.



Allotment of shares



section 18 When the artwork according to section 13, the Board of Directors shall decide on the allocation to the share subscribers. The Board believes that any drawing is invalid, then the Subscriber shall immediately be informed thereof.



Shares granted shall immediately entered in the share register.



The record company, an application shall be made forthwith to the central registry of securities for which the record company that the Board has taken decisions on allocation.

Law (2016:60).



Payment of the shares



What is lowest shall be paid for shares subscribed



section 19 of the payment for a share shall not be less than the previous

the quota value, subject to the provisions of paragraph 4 of the third

paragraph.



If a stock has been purchased on terms which are contrary to the first

subparagraph, shall be an amount equal to the par value anyway

paid.



How the shares shall be paid



section 20 of the subscribed shares shall be paid in cash or, if there is

a provision on this issue in the decision, in kind.

In the cases referred to in section 24 may also be paid by

settlement.



In the case of public limited companies also applies to section 41.



Payment in money



section 21 Payment of money shall be effected by deposit of an

special account, which the company has opened for the purpose of a

Bank, a credit market company or a corresponding foreign

credit institutions in a State of the European economic

area.

In the case of public limited companies also applies to paragraph 40.



Payment in kind



section 22 of the payment in kind shall be made by the property

separated to form part of the company's property.



section 23 Of the shares shall be paid in kind, a

Auditor deliver a written, signed statement of

the payment. In terms of content and Auditor's opinion

qualification 2. § 19.

Settlement, etc.



section 24 A debt due to a share subscription according to section 13,

offset against a claim of the company only if there is a

provision for this in the issue decision.



In the case of public limited companies also applies to section 41.



25 § Ceded a share that is not yet fully paid, is

the purchaser, as soon as he or she has signed up for insertion

in the share register, responsible for payment together with

the assignor.



Forfeiture of right to share



section 26 If a share is not paid on time, the Board of Directors may

explain the right to share forfeited to the

debtor.



Before the right to share, the Management Board shall be declared forfeited

ask the person liable to pay and shall notify it

to the right of the share might otherwise be declared forfeit.

The Board of Directors shall be deemed to have complied with this obligation if a

written request has been made in the manner provided in Chapter 12.

12 section.



As long as a share referred to in the first subparagraph have not been

invalid according to section 29, second paragraph, the Board of Directors can let someone

another take on the share and payment responsibility for the subscribed

amount.



Registration of the issue decision



Registration



section 27 of the Board shall, within six months from the decision

new issue of shares shall notify the decision for registration in

the companies registry, unless the decision has not expired

apply under section 17.



Conditions for registration



section 28 A new issue of shares may be registered only

If



1. the sum of the amounts under paragraph 4, third subparagraph, first

sentence lowest shall be paid for subscribed and allotted shares

is equal to the amount, or the minimum amount that the company's

share capital shall be increased by the issue,



2. full and acceptable payment has been made for all

subscribed and allotted shares,



3. a certificate from such a credit institution as referred to

in paragraph 21, first paragraph regarding payment in money, and



4. an opinion under section 23 will be shown up regarding a contribution

as stated in the resolution.



Part of the issue may be registered, if the provisions of the

first subparagraph 1 and 2 do not prevent it.



In the case of public limited companies apply paragraph 42 instead of first

paragraph 3 and 4.



Effect of registration



section 29 By registration of the issue decision set out

the increase in share capital to the sum of the amounts referred to in

the first sentence of the third subparagraph of paragraph 4 of the lowest shall be paid for

subscribed and allotted shares less any shares to which

the right has been declared forfeited and that have not been taken over by

someone else.



If the right to a share has been forfeited to the

debtor and its shares have not been taken over by someone

other becomes invalid when the share issue decision has

registered.



Effect of non-registration



30 § If any notification for registration under section 27 has not been

made within the prescribed time or if the companies registration office by a

a decision which has become final has dismissed a case if the

such registration or refused registration, section 17

applied.



Board decision on the issue provided by

approval by the general meeting



section 31 of the Board of Directors may decide to issue new shares under

prerequisite of subsequent approval by the general meeting and

at the same time, with the support of 1 paragraph 2 (c) decide that the

the issue shall take place with deviation from the shareholders '

pre-emption rights.



Before the Board takes a decision pursuant to the first subparagraph,

the develop or establish such documents as referred to in paragraphs 3 to 7

and ensure that the audit review according to § 8 place. In the case of

the content of the Board's decision, section 11 applies.



32 of the companies is not the record companies to stockholders with

pre-emption rights are informed of the Board's decision under section 31 with

application of section 12 of the first paragraph.



When the Board has taken a decision in accordance with section 31, and, in

where applicable, shareholders have been notified within the meaning of the first

subparagraph, drawing, allocation and payment of shares ownership

rooms which are otherwise applicable under this chapter. New

shares may not, however, be entered in the share register until the annual general meeting

has approved the issue decision.



33 § When the general meeting shall consider a question about approval of

a decision under section 31, the decision and the documents referred to

in 6-8 sections provided shareholders according to section 9. The notice to the

the general meeting shall contain the particulars of the decision

specified in section 10.



If the Board's decision means that the issue must be

deviation from the shareholders ' preferential right, the section 2 of the applicable

in the case of the general meeting's approval of the decision.

Law (2007:317).



34 According to § 31 of the Board's decision shall be notified to the

registration in the companies registry within one year from the date of the decision,

If it has not expired under section 17. The decision may

not be registered if it has not been approved by the general meeting. In

Moreover, §§ 28-30 shall apply in respect of the registration and

effect of registration or non-registration.



Board decision on the issue in accordance with the AGM's authorization



35 § annual general meeting may authorise the Board of Directors to decide on

new issue of shares to the extent that the issue can be effected without modification

the articles of Association. In such authorisation, the Board of Directors can be

right under § 1, second subparagraph 2 (c) decide that the

the issue shall take place with deviation from the shareholders '

pre-emption rights. The Board shall have the same meaning, shall

paragraph 2 shall apply. Law (2007:317).



section 36 Of the general meeting shall examine a question of authorization

under section 35, the Board or, if the motion is brought by someone

other, the proposer shall draw up a proposal for a decision. In

the proposal, in particular on the Board of Directors shall be

decide on an issue with such a provision referred to in paragraph 5 of the

first paragraph 6 or with deviation from the shareholders '

pre-emption rights. The proposal shall set out the time, before the

the next annual general meeting, in which the authorization may be used.



The proposal shall prior to the general meeting which is to rule on the

authorization provided the shareholders as set out

in section 9. If it is proposed that the Board of Directors shall be authorized to

decide on the deviation from the shareholders ' preferential right, the

the main content of the indicated in the notice of

the annual general meeting. Law (2007:317).



section 37 the decision of the general meeting of authorization under section 35 shall

immediately be notified of registration in the companies registry. Before

the decision has been registered, the Board of Directors may not decide on

issue.



section 38 Before the Board decides on the issue of a

authorization under section 35, shall develop or establish

the documents referred to in paragraphs 3 to 7, and make sure that

Auditor's review under section 8 is made. Of the Board's decision

section 11 applies if the content of the decision and paragraph 12 of

intelligence.



When the decision has been taken and, where appropriate, the shareholders


has been notified, the drawing, the allocation and payment of

the new shares shall take place in accordance with what is otherwise applicable under this

Chapter. In terms of registration and effect of registration

or loss of registration apply §§ 27-30.



Special provisions applicable to public limited-liability companies



Details of the settlement in underwriting decisions, etc.



39 section in a public limited-liability company shall a proposal pursuant to section 3 and

a decision under section 11 where applicable indicate

the limitations shall apply to the Board's right under § 41

to allow settlement.



Provision of draft decisions, etc. in some public

joint-stock company



39 a of a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal in accordance with paragraph 3, together with, where appropriate,

the documents referred to in paragraphs 6-8, available to shareholders

for at least three weeks prior to the general meeting where the issue

on new issues must be examined. Copies of the documents shall immediately and

no cost to sent to those shareholders who request

it and provide their mailing address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting. Law (2010:1516).



Payment in money



40 section in a public limited-liability company shall, except as specified in

section 21, such payment for the subscribed shares shall be made in

money directly to the company.



Settlement



41 section in a public limited-liability company may, notwithstanding section 24,

shares are paid by set-off, if



1. it is not contrary to issue decision,



2. the Board of Directors considers it appropriate, and



3. set-off can be done without harm to the company or its

creditors.



Auditors ' report



42 § in the case of public limited companies apply, instead of

the provisions of section 28, first paragraph, (3) and (4), that a decision on

new issue of shares may be registered only if it shows up

the opinion, signed by an authorized or approved

public accountant or a registered public accounting firm. The opinion shall

State that full and acceptable payment has been made for

all subscribed and allotted shares. With regard to the

consideration other than in cash, the certificate must have the content specified in Chapter 2.

§ 19. Law (2009:37).



Chapter 14. Issue of warrants with the accompanying drawing

of new shares



Preferential rights



1 § in the case of the issuance of this chapter, the shareholders have

preferential right to subscription of the warrants in relation to the

the number of shares they own.



The first subparagraph shall not apply, if



1. the warrants shall be paid in kind, or



2. the right of pre-emption shall be regulated in other ways as a result of



a. such provisions in the articles of association referred to in Chapter 4.

section 3,



b. conditions given in a previous issue of

warrants or in a previous issue of

convertible securities, or



c. provisions of the resolution.



In the cases referred to in the second subparagraph 2 (a), the shareholders have

preferential right to warrants as if the issue were

the shares that may be subscribed on the basis of

the option rights.



Shares held by the company itself or its subsidiaries holds gives

no pre-emption rights.



paragraph 2 of the decision of the general meeting pursuant to § 1, second subparagraph 2 (c) of

to deviate from the shareholders ' preferential rights is valid only

If it has been advised by shareholders representing at least two thirds of

both the votes cast and the shares represented at the

the annual general meeting.



How an issue of warrants are decided



Preparation of proposals



section 3 Of the general meeting shall consider an issue on issue of

the subscription ptioner, the Board or, if the proposal brought by

another, the proposer shall draw up a proposal for a decision

According to the provisions of §§ 4-10.



The content of the proposal



paragraph 4 of the proposal referred to in paragraph 3 shall specify whether

the issue terms:



1. the number of warrants or the maximum number of

warrants or minimum and maximum number of

warrants shall be issued,



2. the right to subscribe for warrants as shareholders or

someone else must have,



3. the period within which the subscription of the warrants shall be made,



4. the allocation by the Board of Directors shall apply for

warrants not subscribed with pre-emption rights, as well as



5. indication whether the warrants shall be issued against

payment.



Information referred to in the first subparagraph 1 does not need to be specified in

the proposal, if it is proposed that the annual general meeting shall adopt a

such authorisation as referred to in paragraph 5, first subparagraph, 8.



The proposal referred to in the first subparagraph 2 a departure from

the shareholders ' preferential rights, shall state the reasons for the deviation and,

If the warrants are issued against payment, the grounds for

the subscription price is specified in the proposal or in an attached document.



The subscription period in accordance with the first paragraph 3 shall not be less than two

weeks, if the shareholders shall have a preferential right to

the warrants. In companies that are not affiliated companies

count the time from when a notification under section 14 has

occurred or, if all of the shareholders have been represented on the

General Meeting decided on the issue, from the decision. In

the record companies will count the time from the record date.

Law (2007:317).



5 § where appropriate, the proposal referred to in paragraph 3 shall contain

indication of



1. coupons belonging to the share certificates shall be used as

issue certificates,



2. that excess subscription rights shall be sold according to 11

Cape. section 9,



3. the record date, if the company's affiliated companies and

shareholders shall have a preferential right to participate in the rights issue,



4. the amount to be paid for each warrant,



5. the period within which the warrants shall be paid or

the drawing shall be effected by payment in accordance with section 15 of the third

subparagraph,



6. that the warrants shall be paid in kind

or otherwise, on such terms and conditions as described in Chapter 2. paragraph 5 of the second

paragraph 1-3 and 5 or to the warrants shall be subscribed for with

right of set-off,



7. other special terms and conditions for subscription of warrants,

and



8. authorization for the Board of directors or the Board of

that before the subscription period starts to run, decide on the number of

warrants to be issued, the amount to be

paid for each warrant, the subscription price and the

conditions referred to in 7.



The record date may not be earlier than one week from

the date of the decision.



An authorization referred to in the first subparagraph 8 may only be made

If the warrants shall be admitted to trading on a regulated

market or an equivalent market outside the European

economic area. If the company's affiliated companies and

shareholders shall have a preferential right to participate in the rights issue,

the authorization shall be designed so that the conditions will be decided later

on the day that is five business days before the record date.

Law (2007:566).



paragraph 6 of the proposal pursuant to section 3, the following shall be indicated in the case of

exercise of the options:



1. the amount of the company's share capital shall be increased with,



2. the amount to be paid for each new share

(the subscription price),



3. the period within which the options may be exercised, and



4. the date from which the new shares shall give right to

dividend.



Indication of the subscription price need not be indicated in the proposal, if

It is proposed that the annual general meeting shall decide on such a

the authorization referred to in paragraph 5, first subparagraph, 8.



The subscription price according to item 2 of the first paragraph shall not be less than

the sooner the quota value.



7 § where appropriate, the proposal under section 3 of the terms of

exercise of option rights also include



1. class of shares, the new shares if the company exists or may

issued shares of various kinds,



2. whether the subject pursuant to Chapter 4. 6, 8, 18, or section 27 or

20 chapter. section 31 that apply to old shares in the company shall apply

also for the new shares, and



3. other special terms and conditions for the exercise of the right.



If the resolution requires the amendment of the articles of Association,

must also be specified.



In the case of public limited companies also applies to section 46.



Supplementary information



section 8 Of the annual report should not be dealt with at the general meeting,

, the following documents shall be annexed to the proposal under section 3:



1. a copy of the annual report which contains the last

balance the profit and loss account, provided with a

Note If the decision of the general meeting of the company's profit or

loss,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position which has occurred

After the annual report was submitted, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor.



Information on contribution in kind and set-off



Article 9 of the proposal under section 3 shall be accompanied by a statement

the circumstances which may be relevant for the assessment

by



1. the value of the contribution in kind,



2. the terms referred to in Chapter 2. 5 section 1-3

and 5, or



3. terms concerning the right of set-off.



The report shall have the content specified in Chapter 2. 7 and

9 §§.



The proposal that the warrant shall be signed by

Anyone who has a claim against the company with the right to delegate to

pay for what he or she signs through a set-off against

the claim, the report indicate who is

creditors, claim amount, and the amount of

the claim that must be settled.



Auditor's review




paragraph 10 of the report referred to in section 9 shall be audited by one or more

Auditors. An opinion of the audit, signed by

the auditor or auditors, shall be annexed to the proposal

section 3. The opinion shall, in respect of the value of the contribution in kind and

terms referred to in Chapter 2. 5 section 1-3 and

5, have the content that follows from the provisions of Chapter 2. § 19

the first subparagraph of paragraph 2 and 3 and the second subparagraph. Where appropriate

the auditor shall submit the corresponding information on the

terms of settlement.



An accountant referred to in the first subparagraph shall be a

authorized or approved Auditors or a registered

audit firms. Unless the articles of Association, shall

the auditor is appointed by the general meeting. If any particular Auditor not

is appointed, shall be carried out by the company's audit instead

Auditor.



For an auditor is appointed to carry out the audit in accordance with

the first subparagraph, the provisions of Chapter 9. 7, 40, 45 and

46 §§.



Provision of draft decisions, etc.



§ 11 the Board shall keep the proposal in accordance with paragraph 3, if any

case together with the documents referred to in sections 8 to 10,

available for shareholders for at least two weeks almost

before the general meeting at which the question of the issuance of

warrants must be examined. Copies of the documents shall immediately

and at no cost to the recipient shall be sent to shareholders who

so request and provide their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, concerning section 46 in

instead of this paragraph. Law (2010:1516).



The convening notice content



section 12 of the summons to the general meeting of shareholders which shall examine the proposal

pursuant to paragraph 3 shall contain a statement of the right to subscribe for

warrants that the shareholders or other must have. If

the shareholders shall have a preferential right in relation to the

the number of shares they own, or as provided for in

the articles of Association, the main content is specified.

Law (2007:317).



The decision of the general meeting



paragraph 13 of the decision of the general meeting on the issue of warrants

shall include the information as shown in paragraph 4 of the first and

second subparagraphs, paragraph 5, first subparagraph, first and second paragraph 6 of

the paragraphs and paragraph 7 of the first paragraph.



In the case of public limited companies also applies to section 46.



Intelligence



section 14 of the companies is not the record company, a decision

According to section 13, immediately sent to shareholders, whose postal address is

known to the company, if the shareholder shall have a preferential right to

participate in the issue. The same applies to decisions on the basis of

AGM's authorisation has been taken by the Board or the

the Board of Directors has appointed.



The notification referred to in the first subparagraph is not required if all

shareholders have been represented at the general meeting of shareholders that have

decided on the issue.



Subscription of warrants



How the warrants shall be subscribed for



section 15 of the subscription of the warrants shall be made at a

subscription list that contains the issue decision. A copy of the

the articles of Association and, if applicable, copies of the

documents specified in §§ 8-10 should be annexed to the

the subscription list or be made available to subscribers on a

location specified in the list.



Drawing may instead be in the meeting minutes, if all

the warrants, signed by those who are eligible for

at the meeting where the issue decision is taken.



In the resolution, it must be determined that the artwork in question if the

all or a portion of the issue, instead, shall be done by

payment. In that case, the decision, and a copy of the

the articles of Association and, if applicable, copies of the

documents specified in §§ 8-10 shall be made available to

the subscribers of the company. Law (2014:539).



Effect of drawing is not done in the right way



16 § a drawing of warrants that have been made on other

than those specified in section 15 may be asserted only if

issue decision is recorded without the Subscriber prior to

reported error with the companies registration office.



Effects of the exercise of warrants have been signed with different

terms and conditions



section 17 If a warrant has been signed with conditions that do not

consistent with the resolution, is drawing invalid.

Have the invalidity was not notified at the Swedish companies registration office before

issue decision has been registered, however, the Subscriber shall be bound by

the artwork but cannot rely on the condition.



Effect of the terms and conditions for subscription of warrants not

have been met



section 18 after the registration of the issue decision can have

signed a warrant not as a basis for the drawing was

invalid invoke that any of the terms of the decision on the issue has not been

been met.



Inadequate underwriting etc.



19 section about it in issue decision has determined that a particular

number of warrants to be issued, the decision to

It does not apply if the number of subscribed within the subscription period.



If an issuing decision ceases to be valid pursuant to the first subparagraph,

This also applies to decisions about such a change of

the statutes which requires that the share capital is increased.



Issue decision ceases to apply, the amount

paid for subscribed warrants immediately paid back

together with interest in accordance with paragraph 2(2) and paragraph 5 of the interest Act

(1975:635); the same shall apply if a subscription of warrants

for other reasons are not binding.



Allotment of stock options



section 20 When the artwork according to section 15 has been completed, the Governing Board shall

decide on the allocation to the subscribers. The Board believes that

any subscription is invalid, the Subscriber shall be informed immediately in

about this.



Registration of the issue decision



Registration



section 21 of the Board shall, within six months from the decision regarding the issue

of warrants shall notify the decision for registration in

the companies registry, unless the decision has not expired

apply according to § 19.



Conditions for registration



section 22 if in issue decision has determined that a particular

number of warrants to be issued, it must be registered

only if the aggregate number of warrants

signed and assigned amounts to the number specified in the

the decision.



Part of the issue may be registered, if the first

the paragraph does not prevent it.



Effect of non-registration



section 23 If any notification for registration under section 21 has not been

made within the prescribed time or if the companies registration office by a

a decision which has become final has dismissed a case if the

such registration or refused registration, section 19

applied.



Board decision on the issue provided by

approval by the general meeting



section 24 the Board may decide to issue warrants

subject to subsequent approval by the general meeting of shareholders

and at the same time, with the support of 1 paragraph 2 (c) decide that the

the issue shall take place with deviation from the shareholders '

pre-emption rights.



Before the Board takes a decision pursuant to the first subparagraph,

the develop or establish such documents as referred to in paragraphs 3 to 9

and ensure that the audit review according to article 10 of the place. In question

If the content of the decisions of the Board of Directors shall section 13 apply.



section 25 of the companies is not the record companies to stockholders with

pre-emption rights are informed of the Board's decision under section 24 with

application of section 14 of the first paragraph.



When the Board has made a decision under section 24 and, in

where applicable, shareholders have been notified within the meaning of the first

subparagraph, subscription and allotment of rants to own

rooms which are otherwise applicable under this chapter.



26 § When the general meeting shall consider a question about approval of

a decision under section 24, the decision and the documents referred to

in 8-10 sections provided shareholders under section 11. The summons

to the annual general meeting shall contain the particulars of the decision

specified in section 12.



If the Board's decision means that the issue must be

deviation from the shareholders ' preferential right, the section 2 of the applicable

in the case of the general meeting's approval of the decision.

Law (2007:317).



section 27 of the Board's decision under section 24 shall be notified of

registration in the companies registry within one year from the date of the decision,

If it has not expired according to § 19. The decision may

not be registered if it has not been approved by the general meeting. In

Moreover, paragraphs 22 and 23 shall apply in respect of the registration and

effect of non-registration.



Board decision on the issue in accordance with the AGM's authorization



section 28 of the general meeting may authorise the Board of Directors to decide on

issue of warrants to the extent that the issue can be effected without

Amendment of the articles of Association. In such authorisation may

the Board of Directors is entitled to pursuant to § 1, second subparagraph 2 (c)

decide that the issue must take place with deviation from

shareholders ' pre-emptive rights. The Board shall have the

meaning, shall section 2 applies. Law (2007:317).



section 29 Of the general meeting shall examine a question of authorization

According to section 28, the Board or, if the motion is brought by someone

other, the proposer shall draw up a proposal for a decision. In

the proposal, in particular on the Board of Directors shall be

decide on an issue with such a provision referred to in paragraph 5 of the

first paragraph 6 or with deviation from the shareholders '

pre-emption rights. The proposal shall set out the time, before the

the next annual general meeting, in which the authorization may be used.



The proposal shall prior to the general meeting which is to rule on the

authorization provided the shareholders as set out

in section 11. If it is proposed that the Board of Directors shall be authorized to

decide on the deviation from the shareholders ' preferential right, the


the main content of the indicated in the notice of

the annual general meeting. Law (2007:317).



section 30 of the decision of the general meeting of authorization under section 28 shall

immediately be notified of registration in the companies registry. Before

the decision has been registered, the Board of Directors may not decide on

issue.



31 § Before the Board decides on the issue of a

authorization under section 28, shall develop or establish

the documents referred to in paragraphs 3 to 9, and to have

audit review according to article 10 of the place. Of the Board's decision

section 13 applies if the content of the decision and paragraph 14 of

intelligence.



When the decision has been taken and, where appropriate, the shareholders

has been notified in accordance with the first subparagraph, the drawing and

allocation of warrants held as in

otherwise applicable under this chapter. In terms of registration and

effect of non-registration shall apply paragraphs 21-23.



Share subscription with the exercise of the right



How the shares shall be subscribed for



32 § subscription of new shares on exercise of warrants

shall be made on a subscription list that contains

issue decision. The following documents shall be annexed to the

the subscription list or be available for subscribers at

a location specified in the list:



1. a copy of the articles of Association,



2. a copy of the annual report which contains the last

balance the profit and loss account, provided with

Note If the decision of the general meeting of the company's profit or

loss,



3. a copy of the audit report for the year in the annual report

regards,



4. a statement signed by the Board, for the events of

essential to the company's position, which has occurred

After the annual report was submitted, and



5. the opinion of the statement referred to in 4,

signed by the company's auditor.



The record company, it must be determined in the issue decision to

subscription in respect of the whole or a specified part of the issue in

the place shall be made by payment. In such cases, the

documents referred to in the first subparagraph shall be made available to

the subscribers of the company.



Effect of drawing is not done in the right way



section 33 A share subscription made otherwise than as specified

in section 32 may be asserted only if the share subscription recorded

According to section 43, but that stock cartoonist has been previously registered

the error with the companies registration office.



Effect of shares subscribed with deviating conditions



section 34 if a stock has been signed with conditions that do not correspond

consistent with the resolution, is drawing invalid. Has

the invalidity was not notified at the Swedish companies registration office before registration

According to section 43, however, is share subscriber bound by subscription but

cannot invoke the condition.



Effects of conditions for share subscription has not been met



35 section after registration according to section 43, a stock Illustrator not

as a basis for the share subscription is invalid to invoke a

the terms and conditions of the issue decision have not been fulfilled.



Allotment of shares



36 § when the share subscription according to § 32 have been completed, the Board of Directors shall decide on the allocation of shares to the share subscribers. The Board believes that any drawing is invalid, then share the subscriber immediately informed thereof.



Shares granted shall immediately entered in the share register.



The record company, an application shall be made forthwith to the central registry of securities for which the record company that the Board has taken decisions on allocation.



If the warrant certificate has been issued, they must be provided with a note that the options have been exercised. Law (2016:60).



Payment of shares



What is lowest shall be paid for shares subscribed



37 § payment for a stock that has signed under section 32 shall

not be less than the earlier the quota value.



If a stock has been purchased on terms which are contrary to the first

subparagraph, shall be an amount equal to the par value anyway

paid.



How the shares shall be paid



section 38 shares have signed under section 32 shall be paid in

money.



In the case of public limited companies also applies to section 48.



39 § payment for shares subscribed under section 32 shall

take place by deposit in a separate account that the company has

opened for the purpose of a bank, a credit market company

or an equivalent foreign credit institution in a State of

The European economic area.



In the case of public limited companies also applies to section 47.



Settlement, etc.



40 of a liability due to a share subscription according to § 32 shall not

offset against a claim of the company.



In the case of public limited companies also applies to section 48.



41 § Ceded a share that is not yet fully paid, is

the purchaser, as soon as he or she has signed up for insertion

in the share register, responsible for payment together with

the assignor.



Forfeiture of right to share



section 42 if a stock which has signed under section 32 is not paid in

right time, chapter 13. section 26 of the forfeiture of the right to share

applied.



Registration of share subscription



Registration



section 43 within three months of the time in order to make use of

the warrant has expired, the Board of registration

in the companies registry, report the number of shares subscribed

and paid in full. If the subscription period is longer than one year,

notification shall be made not later than three months after the end of each

financial year in which the drawing was done.



Conditions for registration



44 § A subscription that has occurred with the use of

warrants may be recorded only if the



1. full and acceptable payment has been made for the new

the shares, and



2. a certificate from such a credit institution as referred to

in paragraph 39.



In the case of public limited companies apply paragraph 49 instead of first

subparagraph 2.



Effect of registration



45 § Through registration set out the increase in share capital

to the sum of the amounts referred to in section 37 lowest shall be paid

for subscribed and allotted shares less any shares

has been declared forfeited and not taken over by someone

other.



If the right to a share has been forfeited to the

debtor and its shares have not been taken over by someone

other shares will be invalid when the subscription has been registered.



Special provisions applicable to public limited-liability companies



Details of the settlement in underwriting decisions, etc.



46 section in a public limited-liability company shall a proposal pursuant to section 3 and

a decision under section 13, if applicable, indicate the

the limitations shall apply to the Board's right under section 48

to allow settlement.



Provision of draft decisions, etc. in some public

joint-stock company



46 (a) of a public limited company whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal in accordance with paragraph 3, together with, where appropriate,

the documents specified in §§ 8-10, available for shareholders

for at least three weeks prior to the general meeting where the issue

on the issue of warrants shall be examined. Copies of

the documents shall immediately and at no cost to the recipient shall be sent

to those shareholders who request them and provide their mailing address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting.

Law (2010:1516).



Payment in money



47 section in a public limited-liability company shall, except as specified in

39 section, such payment for the subscribed shares shall be made in

money directly to the company.



Settlement



48 section in a public limited-liability company may, notwithstanding section 40 of,

shares are paid by set-off, if



1. it is not contrary to issue decision,



2. the Board of Directors considers it appropriate, and



3. set-off can be done without harm to the company or its

creditors.



Auditors ' report



49 § in the case of public limited companies apply, instead of

the provision in paragraph 44 2, to share your artwork,

be registered only if it presented an opinion, signed

by an authorized or certified public accountant or a registered

audit firms. The opinion shall state that full and

acceptable payment has been provided for all subscribed and

the shares granted.



15. Issuance of convertible bonds with consequent conversion

to new shares



Preferential rights



1 § in the case of the issuance of this chapter, the shareholders have

preferential access to the convertible bonds in relation to the number of

shares they own.



The first subparagraph shall not apply, if



1. convertible bonds shall be paid in kind, or



2. the right of pre-emption shall be regulated in other ways as a result of



a. such provisions in the articles of association referred to in Chapter 4.

section 3,



b. conditions given in a previous issue of

warrants or in a previous issue of

convertible securities, or



c. provisions of the resolution.



In the cases referred to in the second subparagraph 2 (a), the shareholders have

preferential right to convertibles as if the issue were of the

shares that the convertibles may be exchanged.



Shares held by the company itself or its subsidiaries holds gives

no pre-emption rights.



paragraph 2 of the decision of the general meeting pursuant to § 1, second subparagraph 2 (c) of

to deviate from the shareholders ' preferential rights is valid only

If it has been advised by shareholders representing at least two thirds of

both the votes cast and the shares represented at the

the annual general meeting.



How an issue convertible bonds determined



Preparation of proposals



section 3 Of the general meeting shall consider an issue on issue of

Convertibles, the Board or, if the proposal brought by

another, the proposer shall draw up a proposal for a decision


According to the provisions of §§ 4-10.



The content of the proposal



paragraph 4 of the proposal pursuant to section 3, the following shall be indicated on the loan

the company is taking through the issue:



1. the amount or maximum amount that the company must borrow or

the minimum and maximum loan amount,



2. the nominal amount,



3. the amount to be paid for each convertible

(the subscription price) and räntefot,



4. the right to subscribe for convertibles as shareholders or any

another must have,



5. the period within which the subscription of convertible bonds shall be made,



6. the Management Board shall apply the allocation basis for

convertible bonds not subscribed with pre-emption rights, and



7. the period within which the convertible bonds shall be payable or, in the

where appropriate, the drawing shall be effected by payment

According to paragraph 15, third paragraph.



Indication referred to in the first subparagraph 1 and 3 need not be specified in the

the proposal, if it is proposed that the annual general meeting shall adopt a

such authorisation as referred to in paragraph 5, first subparagraph 6.



The proposal referred to in the first subparagraph 4 a deviation from

the shareholders ' preferential rights, shall state the reasons for the deviation and

the bases for the exercise price specified in the proposal or in a

the attached document.



The subscription period referred to in the first subparagraph 5 must be not less than two

weeks, if the shareholders shall have a preferential right to

the convertible bonds. In companies that are not affiliated companies are counted

This time from the date of the notification under section 14 has been

or, if all of the shareholders have been represented on the

General Meeting decided on the issue, from the decision. In

the record companies will count the time from the record date.

Law (2007:317).



5 § where appropriate, the proposal referred to in paragraph 3 shall contain

indication of



1. coupons belonging to the share certificates shall be used as

issue certificates,



2. that excess subscription rights shall be sold according to 11

Cape. section 9,



3. the record date, if the company's affiliated companies and

shareholders shall have a preferential right to participate in the rights issue,



4. convertible bonds payable in kind or in

other cases on the conditions described in Chapter 2. 5 section 1-3

and 5 or a convertible shall be subscribed for with

right of set-off,



5. other special conditions for the loans that the company takes by

the issue, and



6. authorization for the Board of directors or the Board of Directors appoints

within themselves to before the subscription period begins to run shall decide on

loan amount, the amount due for each convertible,

räntefot, the conversion price and such terms and conditions as referred to in

5.



The record date may not be earlier than one week from

the date of the decision.



In the case of contribution in kind, the provisions of Chapter 2. section 6.



An authorization referred to in the first subparagraph 6 may only be made

If the convertible bonds shall be admitted to trading on a regulated

market or an equivalent market outside the European

economic area. If the company's affiliated companies and

shareholders shall have a preferential right to participate in the rights issue,

the authorization shall be designed so that the conditions will be decided later

on the day that is five business days before the record date.



In the case of public limited companies also applies to section 41.

Law (2007:566).



paragraph 6 of the proposal pursuant to section 3, the following shall be indicated in the case of

conversion:



1. the amount of the company's share capital shall be increased with,



2. the exchange ratio between the bonds and the new

shares (conversion rate),



3. the period within which the conversion may be requested, and



4. the date from which the new shares shall give right to

dividend.



Indication of the conversion price need not be indicated in the proposal,

If it is proposed that the annual general meeting shall decide on such

the authorization referred to in paragraph 5, first subparagraph 6.



The conversion price pursuant to the first subparagraph 2 shall not be less

than to the company after conversion has introduced a consideration

as for each share in Exchange at least equal to the

earlier shares par value. A lower conversion price may

apply if the difference shall be covered by payment with

Money conversion.



7 § where appropriate, paragraph 3 of the proposal also

include the following information about the conversion process:



1. class of shares, the new shares if the company exists or may

issued shares of various kinds,



2. whether the subject pursuant to Chapter 4. 6, 8, 18, or section 27 or

20 chapter. section 31 that apply to old shares in the company shall apply

also for the new shares, and



3. other special conditions for conversion.



If the resolution requires the amendment of the articles of Association,

must also be specified.



Supplementary information



section 8 Of the annual report should not be dealt with at the general meeting,

, the following documents shall be annexed to the proposal under section 3:



1. a copy of the annual report which contains the last

balance the profit and loss account, provided with a

Note If the decision of the general meeting of the company's profit or

loss,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position, which has occurred

After the annual report was submitted, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor.



Information on contribution in kind and set-off



Article 9 of the proposal under section 3 shall be accompanied by a statement

the circumstances which may be relevant for the assessment

by



1. the value of the contribution in kind,



2. the terms referred to in Chapter 2. 5 section 1-3

and 5, or



3. terms concerning the right of set-off.



The report shall have the content specified in Chapter 2. 7 and

9 §§.



The proposal that a convertible to be subscribed by

Anyone who has a claim against the company with the right to delegate to

pay for what he or she signs through a set-off against

the claim, the report indicate who is

creditors, claim amount, and the amount of

the claim that must be settled.



Auditor's review



paragraph 10 of the report referred to in section 9 shall be audited by one or more

Auditors. An opinion of the audit, signed by

the auditor or auditors, shall be annexed to the proposal

section 3. The opinion shall, in respect of the value of the contribution in kind and

terms referred to in Chapter 2. 5 section 1-3 and

5, have the content that follows from the provisions of Chapter 2. § 19

the first subparagraph of paragraph 2 and 3 and the second subparagraph. Where appropriate

the auditor shall submit the corresponding information on the

terms of the settlement law.



An accountant referred to in the first subparagraph shall be a

authorized or approved Auditors or a registered

audit firms. Unless the articles of Association, shall

the auditor is appointed by the general meeting. If any particular Auditor not

is appointed, shall be carried out by the company's audit instead

Auditor.



For an auditor is appointed to carry out the audit in accordance with

the first subparagraph, the provisions of Chapter 9. 7, 40, 45 and

46 §§.



Provision of draft decisions, etc.



§ 11 the Board shall keep the proposal in accordance with paragraph 3, if any

case together with the documents referred to in sections 8 to 10,

available for shareholders for at least two weeks almost

before the general meeting at which the question of issuing convertible bonds

should be examined. Copies of the documents shall immediately and free of charge

the recipient shall be sent to the shareholders who so request and

provide their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, concerning section 41 in

instead of this paragraph. Law (2010:1516).



The convening notice content



section 12 of the summons to the general meeting of shareholders which shall examine the proposal

pursuant to paragraph 3 shall contain a statement of the right to subscribe for

Convertibles that shareholders or other must have. If

the shareholders shall have a preferential right in relation to the

the number of shares they own, or as provided for in

the articles of Association, the main contents of the proposal

specified. Law (2007:317).



The decision of the general meeting



paragraph 13 of the decision of the general meeting of shareholders to issue convertible bonds shall

include the information as shown in paragraph 4 of the first and second

paragraphs, paragraph 5, first subparagraph, first and second subparagraphs of paragraph 6 of

and paragraph 7 of the first paragraph.



In the case of public limited companies also applies to section 41.



Intelligence



section 14 of the companies is not the record company, a decision

According to section 13, immediately sent to shareholders, whose postal address is

known to the company, if the shareholder shall have a preferential right to

participate in the issue. The same applies to decisions on the basis of

AGM's authorisation has been taken by the Board or the

the Board of Directors has appointed.



The notification referred to in the first subparagraph is not required if all

shareholders have been represented at the general meeting of shareholders that have

decided on the issue.



Subscription of convertible bonds



How Convertibles should be signed



section 15 of the subscription of convertible bonds shall be made on a subscription list

containing the issue decision. A copy of the articles of Association

and, where applicable, copies of the documents referred to in

8 – 10 sections shall be annexed to the subscription list or kept

available to subscribers at a location specified in the list.



Drawing may instead be in the meeting minutes, if all

the convertible bonds are taken out by those who are entitled to it by

the general meeting where the issue decision is taken.



In the resolution, it must be determined that the artwork in question if the

all or a portion of the issue, instead, shall be done by

payment. In that case, the decision, and a copy of the


the articles of Association and, if applicable, copies of the

documents specified in §§ 8-10 shall be made available to

the subscribers of the company. Law (2014:539).



Effect of drawing is not done in the right way



16 § a drawing of convertibles made otherwise

than that set out in section 15 may be asserted only if

issue decision is recorded without the Subscriber prior to

reported error with the companies registration office.



Effect of convertible bonds subscribed with deviating conditions



section 17 If a convertible has signed with conditions that do not

consistent with the resolution, is drawing invalid.

Have the invalidity was not notified at the Swedish companies registration office before

issue decision has been registered, however, the Subscriber shall be bound by

the artwork but cannot rely on the condition.



Effect of the terms and conditions for subscription of convertible bonds is not

been met



section 18 after the registration of the issue decision, a cartoonist

not as the basis for an artwork is invalid to invoke a

conditions of the order have not been met.



Inadequate underwriting etc.



19 section about it in issue decision have determined a specific amount

or a minimum amount that the company must borrow,

the decision to apply, if the amount is not signed in

the subscription period.



If a decision ceases to be valid pursuant to the first subparagraph, the

This is also a decision on such an amendment of the articles of association that

assumes that the share capital is increased.



Issue decision ceases to apply, the amount

paid for subscribed convertible debentures immediately paid back

together with interest in accordance with paragraph 2(2) and paragraph 5 of the interest Act

(1975:635); the same shall apply if a subscription of convertible bonds of

other reasons are not binding.



Allocation of convertible bonds



section 20 When the artwork according to section 15 has been completed, the Governing Board shall

decide on the allocation to the subscribers. The Board believes that

any subscription is invalid, the Subscriber shall be informed immediately in

about this.



Payment of convertible bonds



How the convertible bonds payable



section 21 of The subscribed period shall be paid in cash or,

If there is a provision for this in the resolution, with

contribution in kind. In the cases referred to in section 25, they also

paid by set-off.



Payment in money



section 22 Payment of money shall be effected by deposit of an

special account, which the company has opened for the purpose of a

Bank, a credit market company or a corresponding foreign

credit institutions in a State of the European economic

area.



In the case of public limited companies also apply to section 42.



Payment in kind



section 23 of the Payment in kind shall be made by the property

separated to form part of the company's property.



section 24 Of the convertible bonds will be paid in kind, shall

an accountant provide a written opinion on the payment. In

question about content and opinion auditor's qualifications

apply Chapter 2. § 19.



Settlement



section 25 A debt because of a drawing of a convertible,

offset against a claim of the company only if there is a

provision for this in the issue decision.



In the case of public limited companies also applies to section 43.



Registration of the issue decision



Registration



section 26 of the Board shall, within six months from the decision regarding the issue

Convertibles notify decision for registration in

the companies registry, unless the decision has not expired

apply according to § 19.



Conditions for registration



paragraph 27 of the decision to issue convertible bonds must be registered

only if the



1. the total amount to be paid for subscribed and

assigned convertibles are at least equal to the amount

determined for the issuance,



2. full and acceptable payment has been made for all

subscribed and allotted convertibles,



3. a certificate from such a credit institution as referred to

in paragraph 22 concerning the payment of money, and



4. an opinion under section 24 is displayed up on contribution

as indicated in the decision.



Part of the issue may be registered, if the provisions of the

first subparagraph 1 and 2 do not prevent it.



In the case of public limited companies apply paragraph 44 instead of first

paragraph 3 and 4.



Effect of non-registration



section 28 If any notification for registration under section 26 does not have

made within the prescribed time or if the companies registration office by a

a decision which has become final has dismissed a case if the

such registration or refused registration, section 19

applied.



Board decision on the issue provided by

approval by the general meeting

section 29 the Board may decide to issue convertible bonds during

prerequisite of subsequent approval by the general meeting and

at the same time, with the support of 1 paragraph 2 (c) decide that the

the issue shall take place with deviation from the shareholders '

pre-emption rights.



Before the Board takes a decision pursuant to the first subparagraph,

the develop or establish such documents as referred to in paragraphs 3 to 9

and ensure that the audit review according to article 10 of the place. In question

If the content of the decisions of the Board of Directors shall section 13 apply.

section 30 of the companies is not the record companies to stockholders with

pre-emption rights are informed of the Board's decision under section 29 with

application of section 14 of the first paragraph.



When the Board has made a decision under section 29 and, in

where applicable, shareholders have been notified within the meaning of the first

subparagraph, drawing, allocation and payment of

convertible bonds held as otherwise applicable under

This chapter.



section 31 When the general meeting shall consider a question about approval of

a decision under section 29, the decision and the documents referred to

in 8-10 sections provided shareholders under section 11. The summons

to the annual general meeting shall contain the particulars of the decision

specified in section 12.



If the Board's decision means that the issue must be

deviation from the shareholders ' preferential right, the section 2 of the applicable

in the case of the general meeting's approval of the decision.

Law (2007:317).



32 § Board's decision under section 29 shall be notified of

registration in the companies registry within one year from the date of the decision,

If it has not expired according to § 19. The decision may

not be registered, unless it has been approved by the general meeting. In

Moreover, §§ 27 and 28 apply to the registration and

effect of non-registration.



Board decision on the issue in accordance with the AGM's authorization



33 § annual general meeting may authorise the Board of Directors to decide on

issue of convertible bonds to the extent that the issue can be effected without

Amendment of the articles of Association. In such authorisation may

the Board of Directors is entitled to pursuant to § 1, second subparagraph 2 (c)

decide that the issue must take place with deviation from

shareholders ' pre-emptive rights. The Board shall have the

meaning, shall section 2 applies. Law (2007:317).



section 34 Of the general meeting shall examine a question of authorization

According to paragraph 33, the Board or, if the motion is brought by someone

other, the proposer shall draw up a proposal for a decision. In

the proposal, in particular on the Board of Directors shall be

decide on an issue with such a provision referred to in paragraph 5 of the

the first subparagraph of paragraph 4 or with deviation from the shareholders '

pre-emption rights. The proposal shall set out the time, before the

the next annual general meeting, in which the authorization may be used.



The proposal shall prior to the general meeting which is to rule on the

authorization provided the shareholders as set out

in section 11. If it is proposed that the Board of Directors shall be authorized to

decide on the deviation from the shareholders ' preferential right, the

the main content of the indicated in the notice of

the annual general meeting. Law (2007:317).



section 35 the decision of the general meeting of authorization according to § 33 shall

immediately be notified of registration in the companies registry. Before

the decision has been registered, the Board of Directors may not decide on

issue.



36 § Before the Board decides on the issue of a

authorization under section 33, it shall draw up or establish

the documents referred to in paragraphs 3 to 9, and to have

audit review according to article 10 of the place. Of the Board's decision

section 13 applies if the content of the decision and paragraph 14 of

intelligence.



When the decision has been taken and, where appropriate, the shareholders

has been notified in accordance with the first subparagraph, drawing,

Award and payment of bonds held under what

otherwise applicable under this chapter. In the case of

registration and effect of non-registration apply 26-

section 28 of the Act.



Conversion to shares



Entry in the share register, etc.



37 § when converting to the new shares immediately entered in the share register.



The record company, an application shall be made forthwith to the central registry of securities for which the record company that the conversion has taken place.



If the convertible bonds issued in paper form, they shall be provided with a note about the conversion. Law (2016:60).



Registration



38 section no later than three months after the time of exploiting

conversion option has expired, the Board of registration

in the companies registry to notify how many shares

the result of the conversion. If the conversion time is longer

than one year, the notification shall be made not later than three months after

the end of each financial year in which the conversion is

occurred.



Conditions for registration



39 § Conversion may be registered only if it presented a

opinion, signed by an authorized or certified public accountant

or a registered public accounting firm. The opinion shall

indicate to the company for each share given in Exchange

introduced into consideration at least equal to the par value of

earlier shares.



Effect of registration



40 § Through registration set out the increase in share capital


to the sum of the consideration received by the company under section 39 shall at least

have been administered after the conversion of the shares provided in

Exchange.



Special provisions applicable to public limited-liability companies



Indication of settlement in underwriting decisions, etc.

41 section in a public limited-liability company shall a proposal pursuant to section 3 and

a decision under section 13, if applicable, indicate the

the limitations shall apply to the Board under section 43

to allow settlement.



Provision of draft decisions, etc. in some public

joint-stock company



41 (a) of a public limited company whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal in accordance with paragraph 3, together with, where appropriate,

the documents specified in §§ 8-10, available for shareholders

for at least three weeks prior to the general meeting where the issue

to issue convertible bonds must be examined. Copies of the documents

will immediately and at no cost to the recipient shall be sent to the

shareholders who so request and provide their mailing address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting.

Law (2010:1516).



Payment in money



42 section in a public limited-liability company shall, except as specified in

section 22, such payment for the bonds to be provided in

money directly to the company.



Settlement



section 43 in a public limited-liability company may, notwithstanding section 25,

convertible bonds are paid through a set-off, if



1. it is not contrary to issue decision,



2. the Board of Directors considers it appropriate, and



3. set-off can be done without harm to the company or its

creditors.



Auditors ' report



44 § in the case of public limited companies apply, instead of

the provisions of paragraph 27(1), 3 and 4, the registration

may be made only if it is presented an opinion, signed by

an authorized or certified public accountant or a registered

audit firms. The opinion shall state that full and

acceptable payment has been provided for all subscribed and

assigned convertibles. As regards the contribution in kind shall

the certificate must have the content specified in Chapter 2. § 19.



16. Certain directed placements etc.



Scope of application



Article 1 the provisions of this chapter apply when public

public company limited and subsidiaries of such companies decide if



1. a new issue of shares or the issue of warrants

or convertibles,



2. transfer of shares, warrants or convertibles

issued by a company within the same group, or



3. loans referred to in section 11 of Chapter 11. Law (2007:317).



New issue of shares, etc.



paragraph 2 of the decision to issue new shares or issue of

warrants or Convertibles should always be taken, or

be approved by the general meeting of shareholders of the issuer on



1. the shareholders of the company shall have a preferential right to

drawing in proportion to the number of shares they own, or

as provided for in the articles of Association, and



2. those who, instead, shall be entitled to subscribe for shares,

warrants or convertibles belongs to someone or some

of the following categories:



a. the Board of Directors of the issuing corporation or another

companies within the same group,



b. the Executive Director in the issuing company or

another company in the same group,



c. other employees of the issuing company or another

companies within the same group,



d. a spouse or a partner to someone referred to in (a) to (c),



e. the standing in the care of someone referred to in (a) to (c), or



f. a legal entity over which someone referred to in (a) to (e), alone

or together with someone else referred to there, have a

non-controlling interest.



In a resolution on the issue referred to in the first subparagraph, the authorising

under Chapter 13. 5 section 8, chapter 14. paragraph 5, first subparagraph

8 or 15. 5 section 6 is not provided.



3 § If a company which is a subsidiary of a public company

decide on such an issue referred to in paragraph 2, the decision shall

be approved even at a general meeting of the parent company.



In the case of the parent company's approval, the provisions of 13

Cape. 9 and 10 section, chapter 14. sections 11 and 12 or 15. 11 and

12 § § proposal for a decision on the provision of accommodation, as well as on

the content of the notice of the general meeting.



Transfer of shares, warrants or convertibles



section 4 Of the public limited company or a subsidiary of a

such companies have issued shares, warrants or

convertible bonds with a right to subscribe for another limited liability company

in the same group, the latter may not transfer

shares, warrants or convertible bonds to any

referred to in section 2, first subparagraph 2 without a decision on this has

taken by the general meeting of the company.



A decision to transfer from a subsidiary as referred to in the first

subparagraph shall in addition be subject to the approval of the general meeting of the public

joint stock company which is the parent company of the group.



In the notice for the general meeting which is to examine a proposal

the decisions referred to in this section will be the

main content listed. Law (2007:317).



section 5 of The public limited company or a subsidiary of a

such companies may not in other cases than those referred to in paragraph 4 of the

transfer shares in a subsidiary of the public limited company

or warrants or convertible bonds that have been issued by the

such a company to someone referred to in section 2, first subparagraph 2

but the transfer has been approved by the general meeting of the

public company.



If the company is a subsidiary of a publicly traded

limited liability companies, required for transfer shall be valid

In addition, that the transfer is approved by the general meeting of

the parent company.



In the notice for the general meeting which is to examine a proposal

the decisions referred to in this section will be the

main content listed.



section 6 of the Acquisitions effected in contravention of paragraphs 4 and 5 are invalid.



Some loans



paragraph 7 of the decision to take up such a loan referred to in Chapter 11.

section 11 shall always be taken by the general meeting if anyone referred to in

2 paragraph 2 shall have the right to subscribe for the loan with

priority or with special conditions. If the loan has been taken up by

a company which is a subsidiary of a public company, shall

the decision also has to be approved by the general meeting of the shareholders of the parent company.



In the notice for the general meeting which is to examine a proposal

the decisions referred to in this section will be the

main content listed.



Majority requirement



section 8 a decision according to § 2-5 or 7 shall be taken or

be approved by the shareholders ' meeting is valid only if it has been advised

by shareholders representing at least nine tenths of the votes

cast and the shares represented at the general meeting.



section 9 If a decision pursuant to section 2-5 or 7 shall be approved by

the general meeting of the parent company and there are several parent companies

which are public limited companies, approval shall be submitted by the

General meeting of the company among those who is the parent company of the

largest group.



Information in the management report



10 § a limited company that has implemented an issue referred to in

section 2, in the directors ' report provide information on

underwriting decision and if the award of new

shares, warrants or convertible bonds that have taken place on

the basis of the decision. Has a limited company implemented such

the assignment referred to in paragraph 4 or 5, or taken up such a

loans referred to in section 7, the indication of the transfer or loan

provided in the management report.



Includes a limited company has decided on an issue, a

transfer or a loan by now given in a group,

should information be provided also in the directors ' report

for the public limited-liability company which is the parent company of the group. See

the more parent companies which are public limited companies, the task

provided in the management report for the company among those who

is the parent company of the largest group.



Chapter 17. Transfers of value from the company



The concept of value transfer



1 § With value transfer referred to in this law



1. distribution of profits,



2. acquisition of own shares, excluding acquisitions, according to chapter 19.

section 5,



3. reduction of the share capital or reserve fund for

repayment to the shareholders, and



4. other business event causes the company's fortune

reduced and do not have purely commercial in nature for the company.



On the transfer of assets in connection with a merger or Division

of public limited liability companies and for distribution on liquidation, see

specific provisions in Chapter 23-25.



Acceptable forms of value transfer



2 §/expires U: 2016-02-01/

Transfers of value from the company may be made only in accordance with

the provisions of this law concerning



1. distribution of profits,



2. acquisition of own shares,



3. reduction of the share capital or reserve fund for

repayment to the shareholders, and



4. the gift referred to in section 5.



2 section/entry into force: 2016-02-01/

Transfers of value from the company may take place only in accordance with the provisions



1. distribution of profits in this Act,



2. acquisition of own shares in this Act,



3. reduction of the share capital or legal reserve for repayment to the shareholders in this law, 4. If the gift to public purposes in section 5, and



5. in an intercompany agreements financial assistance approved pursuant to Chapter 6 (b). section 6 of the Act (2004:297) on banking and finance law or 8 b. section 6 of the Act (2007:528) securities market. Law (2015:1030).



Protection of the company's restricted shareholders ' equity and

the cautionary rule



section 3 A value transfer shall not take place if it is not


the transmission features full coverage of the company restricted shareholders

capital. The calculation shall be based on the last set

the balance sheet taking into account changes in the bound custom

the capital that have occurred after the balance sheet date.



Even if there is no impediment pursuant to the first subparagraph,

the company implement a value transfer to shareholders or

other only if it appears justified in the light of



1. the requirements of the nature, scope and risks

on the size of the equity, and



2. the company's need for consolidation, liquidity and position in

otherwise.



If the company is a parent company, regard shall be had to the

requirement that group the nature, scope and risks

set on the Group's equity, as well as to the Group's

need for consolidation, liquidity and general position.



Transfers of value during the current financial year



4 section During the period from and including the annual general meeting where

the income statement and balance sheet for a fiscal year is

fixed until the next annual general meeting, transfers of value be

with a total amount which does not exceed the amount

at the first annual general meeting was available for value transfer

under section 3(1). When calculating the space for

value transfer, the changes in the equity

Since the last annual general meeting shall be taken into account.



Gift for public purposes



paragraph 5 of the general meeting or, if the matter with regard to the company's

position is of minor importance, the Board may decide on the gift

to the public or similar purposes, if it

account of ändamålets art, the company's position and

the circumstances of the other may be considered reasonable, and the gift is not

contrary to section 3.



Refund obligation for the illicit transfer of value



section 6, If a value transfer referred to in paragraph 1 or 3 or 5 §

has taken place in contravention of the provisions of this chapter or of 18

or 20 chapters, will funding recipient what he or she has

received, if the company proves that he or she knew or away

realize value transfer were in conflict with this Act. Have a

value transfer under section 4, which does not refer to paragraph 5 of the present,

made in violation of this chapter, is the recipient

refund owe if the company proves that he or she realized

or should realize that the transaction involved a

transfer of value from the company.



On the value of the property to be refunded to the recipient

pay interest in accordance with paragraph 5 of the interest Act (1975:635) from the

value transfer took place until the interest shall be paid

According to section 6 of the interest act because of section 3 or 4, the same team.



Provisions on the legal consequences in case of illegal acquisition of own

shares can be found in chapter 19.



Lack coverage responsibilities in the illicit transfer of value



section 7 If there is any deficiency at the refund referred to in paragraph 6, is

the people who have contributed to the decision to

value transmission is responsible for this. The same applies to those who

has contributed to the execution of the decision or to

the establishment or the establishment of a false balance sheet

that has been the basis for the decision about the transfer of value.



For liability under the first subparagraph in the case of

Member of the Board of Directors, Executive Director, Auditor,

lay auditor and the special examiner, intent or

negligence, and, in the case of shareholders and other, intent or

gross negligence.



For deficiency resulting from the repayment is also responsible the

has received the property from a person referred to in section 6, first

the paragraph with the knowledge that it is derived from an illegal

value transfer.



For the purposes of the provisions of the first-third paragraphs

case 29. 5 and 6 sections.



Chapter 18. Distribution of profits



Decision-making procedure



paragraph 1 of the decision on the distribution of profits to be taken by the general meeting.



The general meeting may decide on the distribution of larger amounts than what

the Board has proposed or accepted only if



1. There is such a duty under the articles of Association, or



2. dividend is decided at the request of a minority within the meaning of section 11.



Proposal for a decision on the distribution of profits



Preparation of proposals



section 2 Of the general meeting shall consider a matter of profits,

should the Board of Directors, or on the motion brought by someone else,

the proposer shall draw up a draft decision in accordance with

the provisions of sections 3 to 6. A matter of profit distribution in accordance with paragraph 11 of the

may be examined even if some such proposals have not been established.



The content of the proposal



paragraph 3 of the proposal for distribution of profits shall specify:



1. the amount of the dividend to be worth of each stock,



2. the record date, if the company is a record company, or,

where applicable, the authorisation for the Board to determine

the record date,



3. the date on which the dividend is to be paid, if the company does not

is a record company, or, as the case may be,

authorization for the Board to determine the due date, and



4. If the dividend shall refer to things other than money, the nature

of the property to be distributed.



The record date referred to in the first subparagraph 2 or the payment date

in accordance with the first paragraph 3 may not be later than the day before

the next annual general meeting.



Opinion of the Board of Directors



paragraph 4 of the proposal for distribution of profits shall be accompanied by a reasoned

opinion of the Board as to whether the proposed

the dividend is justified having regard to what is stated in

Chapter 17. the second and third subparagraphs of paragraph 3. If the assets or

liabilities are valued at the fair value pursuant to Chapter 4. 14 a of the

annual accounts Act (1995:1554), the opinion also

Specifies how much of the equity that is due to a

such valuation has been applied.



Supplementary information



§ 5 If the annual report should not be treated in the

General meeting of shareholders to consider the proposal for profit distribution, the

the proposal sets out how much of it under Chapter 17. paragraph 3 of the

first subparagraph available amount remaining after the

last made the decision about the transfer of value.



section 6, in the case referred to in paragraph 5, the following documents shall be annexed

to the proposal:



1. a copy of the annual report which contains the last

balance the profit and loss account,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position, which has occurred

After the annual report was provided with a statement of

transfers of value which has been decided at the same time, and if

changes in the company's restricted shareholders ' equity as follows

the balance sheet date, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor, with the statement of applicability

the annual general meeting should decide in accordance with the proposal.



Provision of draft decisions, etc.



section 7 of the Board shall keep pursuant to article 2 of the proposal together with the

documents referred to in paragraph 4 and, where appropriate, section 6

available for shareholders for at least two weeks almost

before the general meeting at which the issue of profit distribution should be examined.

Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



Documents to be presented at the general meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, and in terms of section 14 of the

instead of this paragraph. Law (2010:1516).



The convening notice content



paragraph 8 of the notice of the general meeting of shareholders which shall examine the proposal

According to paragraph 2 shall specify the essential content of the proposal.



The decision of the general meeting



§ 9 decision on profit distribution must contain the information

shown in section 3(1).



Registration



section 10 if a decision on the distribution of profits made by another

General meeting other than the annual general meeting, the decision shall immediately be notified to the

registration in the companies registry.



Profits at the request of a shareholder minority



11 § at the request of the owners of at least one-tenth of all

shares of the company shall decide on the annual general meeting a dividend of half of what

remains of this year's profit according to the adopted

the balance sheet since the deductions have been made for



1. retained earnings in excess of free funds,



2. amounts according to law or the articles of association must be allocated

to the restricted equity, and



3. amounts according to the articles of Association shall be used for any

purpose other than dividends to shareholders.



In the articles of association may provide that dividends may

be requested by shareholders with a smaller percentage of the company's shares than

as stated in the first paragraph. There may also be prescribed to

the right to dividend shall refer to an amount greater than

as stated in the first paragraph.



A request under the first subparagraph shall be made, before

the General Meeting resolves on the appropriation of the profit.



The general meeting is not required to decide if higher dividends than

five percent of the company's equity. The dividend may not

contrary to the provisions of chapter 17. section 3.



section 12 of the affiliated companies shall, upon such dividends as

referred to in section 11, the record date occur within one month of

the decision.



Payment date for approved dividend



section 13 of the companies is not the record company, it decided

the dividend will be paid at the time of the general meeting or,

After the general meeting's authorization, the Board decides. In such cases

referred to in section 11 shall be paid dividends immediately, however.



In the record companies, the dividend will be paid immediately after

the record date.



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies




section 14 in a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal under section 2, together with the documents

set out in paragraph 4 and, where appropriate, section 6, available for

shareholders for at least three weeks prior to the

General meeting at which the issue of profit distribution should be examined. Copies of

the documents shall immediately and at no cost to the recipient shall be sent

to those shareholders who request them and provide their mailing address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting.

Law (2010:1516).



19. Acquisition of own shares, etc.



The subscription of shares



§ 1 a limited liability company may not subscribe for its own shares.



If a corporation notwithstanding the first subparagraph

subscribed shares, the Board of Directors and the Executive

the Director is deemed to have subscribed the shares for its own account with

Joint and several liability for the payment. It does not, however, a

Member of the Board of directors or an Executive Director to show that

He or she did not know or should know

share subscription.



If shares in a company have been subscribed by someone in his own name but on behalf of

behalf of the company, the share the Subscriber shall be deemed to have signed

the shares for its own account.



Daughter company subscription of shares in the parent company



the provisions of paragraph 2 of article 1, also apply in respect of the subsidiary's

the subscription of shares in the parent company.



Own shares as pledge



section 3 of a limited company may not accept its own shares as pledge.

Subsidiaries may not receive shares of the parent company

pant.



A contract in breach of the first paragraph is invalid.



Purchase of own shares



The cases in which a public limited-liability company may acquire its own shares



section 4 of The public limited company may not acquire its own shares, except in the cases

as indicated in section 5. An agreement contrary to this are invalid.



The provisions of the first paragraph and in paragraphs 5 and 6 on the acquisition of

own shares also applies to acquisitions made by someone else who

acting in his own name but on the company's behalf.



In relation to public limited-liability companies also applies to paragraphs 13-30.



paragraph 5 of the joint stock company,



1. acquire own shares for which compensation should not be

paid,



2. acquire own shares as part of a business that

the company takes over, if the shares represent a smaller proportion of

the company's share capital,



3. redeem own shares according to chapter 25. section 22,



4. on the auction bid of its own shares which have been imposed for

the company's claim, and



5. take charge of own shares pursuant to Chapter 4. paragraph 50.

Law (2009:565).



Avyttringsskyldighet after acquisitions in accordance with paragraph 5 of



section 6 of the shares acquired according to § 5, and has not been

withdrawn through reduction of the share capital shall be disposed of as

soon there may be no loss, but no later than three years after

the acquisition. Shares that have not been disposed of within that period shall

of the company will be severed. In that case, the company shall reduce

the share capital of shares ' proportion of the share capital. A

proposal for a decision on decrease shall be submitted on the

the first general meeting to be held since the shares were invalid.

The reduction amount shall be transferred to the reserve fund.



In relation to public limited-liability companies also applies to section 30.



Subsidiaries ' acquisition and holding of shares in the parent company



section 7 a subsidiary may not acquire shares in the parent company.

An agreement contrary to this prohibition is null and void.



Notwithstanding the first subparagraph, a subsidiary

acquire shares of the parent company in the cases referred to in paragraph 1, 2 and

4.



section 8 if a subsidiary has acquired shares in the parent company

with the support of the second subparagraph of paragraph 7, the provisions of paragraph 6.



section 9 If a corporation has become the parent company and its

subsidiaries hold shares in the parent company, the shares

disposed of as soon as it can be done without loss, but no later than three years

After the group relationship arose. In the other case

the provisions of paragraph 6.



Acquisition and disposal of own warrants and

Convertibles



section 10 In a share acquisition of Treasury warrants

or convertibles, the amount that relates to the options or

the conversion right shall not exceed what is available

According to chapter 17. 3 and 4 sections.



section 11 If a company has acquired its own convertible,

the convertible bonds will cease to apply.



section 12 of the latest three months after the company has acquired

own convertible bonds shall the Board of registration in

the companies registry to notify how many convertibles that have

expired under section 11. If the acquisition has taken place due to

an offer which is valid for longer than one year, the

notification shall be made not later than three months after the end of the

financial year in which the acquisition has taken place.



Special provisions relating to certain public limited liability company's acquisition of

own shares



section 13 a public limited companies whose shares are admitted to trading

on a regulated market or an equivalent market outside the

The European economic area shall, in addition to the

follows from § 5, acquire its own shares under the provisions of 14

and 15 sections. Decisions on acquisitions must be made with

the application of §§ 18-29. If the company has acquired shares in

Battle of 14 or section 15 or in violation of chapter 17. 3 or 4 sections,

the provisions of section 16. Law (2007:566).



Permitted acquisition methods



14 § Acquisition referred to in section 13 may be made only



1. on a regulated market,



2. in a market corresponding to a regulated market outside the

European economic area with the permission of the

The Swedish financial supervisory authority, or



3. in accordance with a purchase offer made to

all shareholders or all owners of shares of a

given type.



A State referred to in the first subparagraph 2 shall indicate on the

market shares may be acquired, and during which time

the condition may be used. Authorisation shall be given, if



1. for operations at the market, there are rules that

equivalent to that under the Act (2007:528)

securities market Act apply to the activities of a regulated

market in Sweden, and



2. the company that drives the market is under the supervision of a

authority or any other competent body. Law (2007:566).



The proportion of own shares which may be acquired



section 15 a public limited-liability company referred to in section 13 shall not acquire

own shares to the extent that the company's holding of own shares

the acquisition will amount to more than a tenth of all

shares in the company. Shares in the company held by its

subsidiary company shall be deemed for the purposes of the calculation.



Unauthorized acquisition



section 16 If an acquisition referred to in section 13 has been in violation of 17

Cape. 3, or section 4, or any of the provisions of sections 14 and 15,

to the acquired shares are disposed of within six months of

the acquisition. Shares that have not been disposed of within that period shall

of the company will be severed. In that case, the company shall reduce

the share capital of shares ' proportion of the share capital. A

proposal for a decision on decrease shall be submitted on the

the first general meeting to be held since the revocation has expired.

The reduction amount shall be transferred to the reserve fund.



Decision-making procedure



section 17 a decision on the acquisition of own shares in cases such as

referred to in section 13 shall be taken by the general meeting. The general meeting may

authorizing the Board to make such a decision.



Majority requirement



section 18 of the decision of the general meeting of shareholders on the acquisition of own shares

pursuant to section 13 or authorizing the Board to make a

such a decision is valid only if it has been advised of the

shareholders representing at least two thirds of the shares

cast and the shares represented at the general meeting.



Preparation of draft decisions



section 19 Of the general meeting shall examine the question of acquisition of own

shares in accordance with section 13, the Board or, if the motion is brought

by another, the proposer shall draw up a proposal for a

decision in accordance with the provisions of §§ 20-24.



The content of the proposal



section 20 of the proposal under section 19 shall specify the manner in which

the shares must be acquired.



If the shares shall be acquired in accordance with an offer

addressed to all shareholders or to all owners to

shares of a particular class, the proposal further stated



1. the time, prior to the next annual general meeting, in which the general meeting's

decision to be enforced,



2. the number of shares, as the case may be divided into shares,

the offer shall be,



3. the compensation shall be paid for the shares,



4. the nature and quantity, if compensation shall consist of

property other than money, as well as



5. other terms and conditions of the acquisition.



section 21 Of the shares shall be acquired otherwise than as provided for

section 20, section 19 of the proposal according to the specified



1. the time, prior to the next annual general meeting, in which the general meeting's

decision to be enforced,



2. the maximum number of shares, as the case may be divided into

class of shares which may be acquired,



3. the minimum and maximum price to be paid for the shares,

as well as the



4. other terms and conditions of the acquisition.



Opinion of the Board of Directors



section 22 of the proposal under section 19 shall be accompanied by a reasoned

opinion of the Board as to whether the proposed acquisition is

justifiable with regard to what is stated in chapter 17. paragraph 3 of the other

and third paragraphs. If the assets or liabilities have been valued

fair value pursuant to Chapter 4. 14 a of the annual accounts Act

(1995:1554), the opinion also indicated how much of

shareholders ' equity due to such valuation has

applied.



Supplementary information




section 23 on the annual accounts shall not be treated in the

General meeting shall examine the proposal according to article 19, it shall, in

the proposal also sets out how much of it under Chapter 17. paragraph 3 of the

first subparagraph available amount remaining after the

last made the decision about the transfer of value.



section 24 of the cases referred to in section 23, the following documents

annexed to the proposal under section 19:



1. a copy of the annual report which contains the last

balance the profit and loss account,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position, which has occurred

After the annual report was submitted, indicating

transfers of value which has been decided at the same time, and if

changes in the company's restricted shareholders ' equity as follows

the balance sheet date, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor, with the statement of applicability

the annual general meeting should decide in accordance with the proposal.



Provision of draft decisions, etc.



section 25 of the Board to keep the proposal under section 19,

case together with the documents referred to in section 24,

available for shareholders for at least three weeks almost

before the general meeting at which the issue of acquisition of own shares shall

be examined. Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting. Law (2010:1516).



The convening notice content



section 26 of the notice to the general meeting of shareholders which shall examine the proposal

According to section 19 shall specify the main content, and

the purpose of the acquisition.



The decision of the general meeting



paragraph 27 of the decision of the general meeting on the acquisition of own shares shall

contain the information set out in paragraphs 20 and 21.



Authorisation for the Board of Directors



section 28 Of the general meeting shall determine the terms of authorisation for the

the Board to decide on acquisition of own shares

of section 13, the Board or, if the motion is brought by someone

other, the proposer shall draw up a proposal for a decision.



The proposal shall indicate



1. the way in which the shares may be acquired in,



2. the time, prior to the next annual general meeting, in which the authorization may

exploited,



3. the maximum number of shares, as the case may be divided into

class of shares which may be acquired,



4. the minimum and maximum price to be paid for the shares,



5. the nature and quantity, if compensation shall consist of

property other than money, and



6. other terms and conditions of the acquisition.



The provisions of §§ 22-26 shall apply to the proposal.



The decision of the general meeting shall contain the information set out in

second paragraph. Law (2007:317).



section 29 Before the Board decides to use such

the authorization referred to in section 28, it shall draw up documents of

as indicated in paragraphs 22-24.



Avyttringsskyldighet after the acquisition of own shares pursuant to § 5



section 30 of The public limited-liability company referred to in section 13 does not need

sell shares under section 6, if it would have been permissible to

hold them by the application of section 15.



Specific provisions relating to public limited-liability company transfer of

own shares



section 31 When a public limited-liability company transfers own shares, shall

it be done pursuant to §§ 32-34 or 35-37 sections.



The first subparagraph shall not apply to the placing on the market referred to in 6 and

16 sections.



Transfer of own shares on a regulated market or a

the corresponding market outside the European economic

area



§ 32 a public limited-liability company may transfer own shares



1. on a regulated market, or



2. in a market corresponding to a regulated market outside the

European economic area with the permission of the

The Swedish financial supervisory authority.



A State referred to in the first subparagraph 2 shall indicate on the

market shares may be transferred and for what time

the condition may be used. Authorisation shall be given, if



1. for operations at the market, there are rules that

equivalent to that under the Act (2007:528)

securities market Act apply to the activities of a regulated

market in Sweden, and



2. the company that drives the market is under the supervision of a

authority or any other competent body. Law (2007:566).



section 33 a decision on transfer of own shares pursuant to § 32 shall

be taken by the general meeting. The general meeting may also authorize the

the Board to make such a decision.



A decision by the general meeting referred to in the first subparagraph shall be valid

only if it has been advised by shareholders with at least two

thirds of the votes cast and the shares are

represented at the meeting.



section 34 Of the general meeting shall consider a question on transfer of

own shares pursuant to § 32 or authorizing the Board to

take such a decision, the management board or, if the proposal

brought by someone else, the proposer shall draw up a proposal

for a decision.



The proposal shall contain the



1. the time, prior to the next annual general meeting, in which the general meeting's

decision on transfers to be effected, or the Board's

authorization may be exercised,



2 the maximum number of shares, as the case may be divided into

class of shares, which may be transferred,



3. the minimum price at which the shares may be transferred to, and



4. other conditions for the transfer.



The provisions of Chapter 13. section 9 shall apply in respect of

proposal for a decision pursuant to the first subparagraph. In the notice of

the general meeting of shareholders which shall examine the proposal, the

main content listed.



The decision of the general meeting shall contain the information set out in

second paragraph. Law (2007:317).



Transfer of own shares does not take place on a regulated

market or an equivalent market outside the European

economic area



section 35 In a public limited-liability company transfer of own shares at

other than as set out in section 32 shall apply



1. what applies where the company issues new shares according to:



11 kap. paragraph 2 of the first paragraph on the right,



11 kap. § 5 proof of issuance, etc.,



11 kap. section 8 registration of the subscription rights etc. in

the record companies,



11 kap. section 9 on the sale of excess subscription rights,



Chapter 13. Article 1, first and second subparagraphs if preferential rights,



Chapter 13. section 2 If the decision to deviate from the shareholders '

pre-emptive rights,



Chapter 13. 3 § establishing proposal for a decision,



Chapter 13. section 6 for additional information,



Chapter 13. section 7 of the contribution and set-off;



Chapter 13. section 8 of the auditor's review,



Chapter 13. Article 9 of the proposal for a decision on the provision of accommodation,



Chapter 13. section 10 of the notice was content,



Chapter 13. section 12 on notification,



Chapter 13. section 13 on how subscription shall take place,



Chapter 13. section 18 of the allotment of shares,



Chapter 13. paragraph 31 of the Board decision under

condition of approval by the general meeting,



Chapter 13. paragraph 35 of decision pursuant to the general meeting's

authorization,



2. what applies to new issue or transfer of shares

According to Chapter 16, and



3. According to the Act (1991:980) financial instruments trading

instruments apply if prospectuses by offers of financial

instruments to the public.



In the case of Board decisions provided by the annual general meeting

the authorisation applies to chapter 13. paragraph 31, 32 and 33 of

applicable parts. In the case of Board decisions under

authorisation by the general meeting concerning chapter 13. sections 36 and 38 of the

applicable parts. Law (2007:317).



36 § in cases referred to in section 35 of the draft

decisions the following is specified:



1. the maximum number of shares, as the case may be divided into

shares, which shall be left,



2. the right to acquire shares which shareholders or any

another must have,



3. the period within which shareholders or else can leverage their

right to acquire shares,



4. the period within which the shares must be paid or, in the

where appropriate, the drawing shall be effected by payment,



5. the allocation basis which the Board shall apply the

as regards the shares not subscribed with pre-emption rights,



6. the record date, if the company's affiliated companies and

shareholders shall have a preferential right for the transfer,



7. the amount to be paid for each share,



8. conditions for non-cash issue or that the share must be purchased with

right of set-off, and



9. other special terms and conditions for the transfer.



The time referred to in the first subparagraph 3 shall not be less than two

weeks. In companies that are not affiliated companies are counted this time

from the date of the notification referred to in chapter 13. section 12 has occurred,

or, if all of the shareholders have been represented on the

General Meeting decided on the transfer, from the decision. In

the record companies will count the time from the record date.



The record date may not be earlier than one week from

the date of the decision.



Instead of such a task referred to in the first subparagraph of paragraph 7,

It states that the Board of directors or the Board of Directors appoints from among its

shall be authorized to before the time referred to in the first subparagraph 3

as a starting point to decide the amount to be paid for each

stock. Such authorisation may be granted only if the shares

shall be admitted to trading on a regulated market or a

the corresponding market outside the European economic

area. If the company's affiliated companies and shareholders

shall have a preferential right to acquire shares, shall

the authorization to be designed so that amount is determined by the date

that is five business days before the record date.

Law (2007:566).




37 § decision on transfer under section 35 shall contain the

information specified in § 36.



Where appropriate, the decision shall contain



1. an order referred to in Chapter 11. section 9,



2. an order that the coupons to be found share certificates

shall be used as subscription legal evidence,



3. information concerning that report and opinion referred to in 13

Cape. 7 and 8 sections have been provided.



20 chapter. Reduction of the share capital and the statutory reserve



Reduction purposes



§ 1 the share capital may be reduced for



1. coverage of the loss, if there is no unrestricted equity

corresponding to loss,



2. provision of unrestricted equity, and



3. repayment to the shareholders.



The share capital may also be reduced under the conditions of

the articles of Association. In that case, paragraphs 31 to 34 instead of

5 – 30 sections.



The provisions of this chapter apply only to sections 19 to 22

at such a reduction of the share capital referred to in chapter 19. 6 §

the third sentence of the first paragraph and section 16. Law (2014:539).



Methods for reduction of the share capital



section 2 of the reduction of the share capital may be performed with or without

redemption of shares.



Decision-making procedure



paragraph 3 of the resolution to reduce the share capital is taken by

the general meeting, unless, in the case referred to in section 31, other

provided for in the articles of Association.



By decrease for such purposes as referred to in article 1, first paragraph

2 or 3, the meeting did not decide on the reduction of

share capital with the larger amount than what the Board has

proposed or approved. The meeting, however, must always decide whether

such reduction as is prescribed in the articles of Association.



paragraph 4 of the draft decision on the reduction of the share capital

would not be in accordance with the articles of Association, the decisions on

the necessary amendments are made before the annual general meeting

deciding on the reduction;



A decision on the reduction of the share capital shall not be taken

until the company has been registered.



Reduction of the share capital by decision of the general meeting of shareholders



Majority requirement



paragraph 5 of the decision of the general meeting on the reduction of share capital

is valid only if it is supported by shareholders representing at least

two-thirds of both the votes cast and the shares

represented at the meeting.



If there are multiple classes of shares in the company, what

provided for in the first subparagraph shall also apply within each share class

who is represented at the meeting and for which shares ' right

impaired by the decision.



Preparation of proposals



section 6 Of the general meeting shall examine a question of reduction of

share capital, the Board of directors or, if the proposal brought by

another, the proposer shall draw up a proposal in accordance with the

the provisions of §§ 7-14.



The content of the proposal



section 7 of the proposal for the reduction of the share capital, the following

details:



1. emission reduction objective,



2. the amount or maximum amount share capital shall

be reduced by, or the minimum and maximum amount for

the reduction,



3. If the reduction is to be carried out with or without the withdrawal of

shares, and



4. where appropriate, which shares shall be suspended.



If the reduction decision requires the amendment of the articles of Association,

must also be specified.



Information referred to in the first subparagraph 2 need not be indicated in

the proposal, if it is proposed that the meeting should adopt a

the authorization referred to in section 10 first paragraph 5 or 10 (b) §

first subparagraph 3. Law (2014:539).



paragraph 8 of the proposal to the share capital shall be reduced

repayment to the shareholders, it shall be annexed to the proposal

a reasoned opinion from the Board as to whether the

proposed repayment is justified in the light of the

as stated in chapter 17. the second and third subparagraphs of paragraph 3. If

assets or liabilities have been valued at fair value

According to Chapter 4. 14 a of the annual accounts Act (1995:1554), shall

the opinion also indicated how much of the equity

that's because such a valuation has been applied.



In the cases referred to in the first subparagraph, the proposal

also be accompanied by a statement, signed by the company's auditor, with

statement on whether the meeting should decide in accordance with the

the proposal. Law (2007:317).



Article 9 of the proposal to the share capital shall be reduced

repayment to the shareholders, the shares are withdrawn

(redemption) shall, in addition to what follows from paragraphs 7 and 8, the following

details are provided in the proposal:



1. the right to receive shares redeemed as shareholders have,



2. the period within which notice of redemption shall be made,



3. the amount to be paid for each share redeemed, in

where appropriate with an indication of the proportion of the amount

exceeds the quota value of the share,



4. the period within which the redeemed shares shall be payable or,

where applicable, the payment must be made for the notification of

redemption against the lodging of share certificate.



If it is proposed that the annual general meeting shall decide on such a

the authorization referred to in paragraph 10, first paragraph, 5, may, instead

for the tasks referred to in the first subparagraph 3, set out the maximum

amounts that may be paid for the shares that are redeemed.



Registration period referred to in the first subparagraph 2 shall not be less than two

weeks, unless all shareholders who so wish can have their

shares redeemed. In companies that are not affiliated companies shall

the registration period is counted from the date of the notification under section 18

occurred, or if all the shareholders are represented on the

General Meeting decided on the decline, from the decision. In

record companies the period shall be calculated from the record date.



section 10, as the case may be, in respect of such redemption

referred to in section 9, the proposal on reduction of the share capital also

indicate:



1. notification of redemption shall be given by the coupons to be found

to share certificates,



2. that the redeemed shares shall be paid with property other than money

or otherwise, on such terms and conditions as described in Chapter 2. paragraph 5, second subparagraph

1-3 and 5 or to the redemption shall be effected through the settlement of a

the claim that the company has towards the shareholder,



3. the record date or authorization for the Board to

fix the record date, if the company's affiliated companies,



4. other special conditions for redemption, and



5. authorization for the Board of directors or the Board of Directors appoints

within themselves to before redemption begins determine the amount that

the share capital shall be reduced by and the amount to be

be paid for each share redeemed.



An authorization referred to in the first subparagraph 3 or 5 may

be provided only if the shares are admitted to trading on a regulated

market or an equivalent market outside the European

economic area. In affiliated companies, a

the authorization referred to in the first subparagraph 5 should be tailored to

the reduction amount and the amount to be paid for each

the share redeemed is determined by the date that is five

business days before the record date.



The record date referred to in the first subparagraph 3 shall not be

later than the day preceding the next annual general meeting. Law (2007:566).



10 a of the proposal means that the share capital shall be decreased

for repayment to the shareholders but that shares be suspended,

shall, in addition to what follows from paragraphs 7 and 8, the following information

set out in the proposal:



1. the amount to be refunded per share, and



2. the time within which repayment shall be made.



If it is proposed that the annual general meeting shall decide on an authorization

referred to in paragraph 10 (b) 3, get it, instead of

information referred to in the first subparagraph 1, specifies the maximum

amount may be refunded per share. Law (2014:539).



section 10 (b) in the case of such a reduction of the share capital as

referred to in paragraph 10 (a) should the proposal on reduction of the share capital of

If applicable, also indicate



1. the refund shall be made of property other than money

or otherwise, on such terms and conditions as described in Chapter 2. paragraph 5 of the second

paragraph 1 – 3 and 5 or to refund shall be done by

settlement of a claim which it has against the shareholder,



2. the record date or authorization for the Board to

fix the record date, if the company is a

the record companies, and



3. authorization for the Board of directors or the Board of Directors appoints

in that before a refund is made determining the amount

the share capital shall be reduced by and the amount to be

will be refunded per share.



An authorization referred to in the first paragraph 2 or 3,

be provided only if the shares are admitted to trading on a

regulated market or an equivalent market outside the

The European economic area. In VPC companies

should an authorization referred to in the first subparagraph 3 designed so, that

the reduction amount and the amount to be refunded per

the stock is determined by the date that is five business days before

the record date.



The record date referred to in the first subparagraph 2 shall not be

later than the day preceding the next annual general meeting. Law (2014:539).



Supplementary information



section 11 on the annual accounts shall not be treated in the

General meeting at which the proposal on reduction of the share capital shall

and the reduction amount shall be used, in whole or in part

for the purposes referred to in article 1, first paragraph 3, it shall, in

the proposal sets out how much of it under Chapter 17. paragraph 3 of the first

subparagraph disposable amount that is left after the last

the decision about the transfer of value. Law (2007:317).



section 12 of the cases referred to in section 11, the following documents shall be annexed

to the proposal:



1. a copy of the annual report which contains the last

balance the profit and loss account,

2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position, which has occurred


After the annual report was provided with a statement of

transfers of value which has been decided at the same time, and if

changes in the company's restricted shareholders ' equity as follows

the balance sheet date, and



4. the opinion of the statement referred to in (3),

signed by the company's auditor. Law (2007:317).

Information on the special redemption terms and conditions etc.



paragraph 13 of the proposal for the reduction of the share capital, in

where appropriate, shall include a statement of the

circumstances that may be relevant for the assessment of



1. the value of the property referred to in paragraph 2 and 10

10 (b) in paragraph 1,



2. redemption criteria as referred to in Chapter 2. paragraph 5 of the second

paragraph 1 – 3 and 5, or



3. redemption terms of settlement.



The account should have the content specified in Chapter 2. 7 and

9 §§.



In the cases referred to in section 9 shall, if the proposal is not to

all shareholders may receive shares redeemed, the reasons for this

specified.



In the cases referred to in section 23, second sentence, the statement

indicate if the other measures proposed to

the company restricted shareholders ' equity and its share capital shall not be

reduce. In the statement shall specify what effects the

proposed reduction and other measures separately

have on the company restricted shareholders ' equity and share capital.

Law (2014:539).



Auditor's review



paragraph 14 of the report referred to in section 13 shall be audited by one or more

Auditors. An opinion of the audit, signed by

the auditor or auditors, shall be annexed to the proposal

section 6. The opinion shall, as regards such conditions as

referred to in section 13, first paragraph, have the content specified in Chapter 2.

19 § 2 and 3 of the first paragraph and second paragraph. In addition,

the auditor or auditors, if applicable, comment on

the effectiveness of the measures proposed under the

the fourth paragraph of section 13 and the accuracy of the assessments has

been done on the effects of these measures.



An accountant referred to in the first subparagraph shall be a

authorized or approved Auditors or a registered

audit firms. Unless the articles of Association, shall

the auditor is appointed by the general meeting. If any particular Auditor not

is appointed, shall be carried out by the company's audit instead

Auditor.



For an auditor is appointed to carry out the audit in accordance with

the first subparagraph, the provisions of Chapter 9. 7, 40, 45 and

46 §§.



Provision of draft decisions, etc.



section 15 the Board shall keep the proposal referred to in paragraph 6,

case together with the documents referred to in paragraphs 12 and 14,

available for shareholders for at least two weeks almost

before the general meeting at which the question of reduction of the share capital

should be examined. Copies of the documents shall immediately and free of charge

the recipient shall be sent to the shareholders who so request and

provide their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, concerning article 37

instead of this paragraph. Law (2010:1516).



The convening notice content



section 16 of the summons to the general meeting of shareholders which shall examine the proposal

If the reduction of the share capital, which shall indicate the

main content.



The decision of the general meeting



section 17 of the general meeting's resolution to reduce the share capital shall

include the information as shown in section 7, and, in

If applicable, section 9, first and second subparagraphs, paragraph 10 of the first

subparagraph 10 (a) § and 10 b of the first paragraph. Law (2014:539).



Intelligence



section 18 of the companies is not the record company, a decision about

reduction of the share capital of the company immediately sent to shareholders whose

mailing address is known to the company, if the shareholder's shares can

or shall be withdrawn.



The notification referred to in the first subparagraph is not required if all

shareholders have been represented at the general meeting of shareholders that have

decided on the reduction of the share capital.



Registration, etc.



section 19 of the Administrative Board shall, within four months from the decision

reduction of the share capital shall notify the decision for registration in

the companies registry.



section 20 By the registration of the reduction decision establishes

the reduction of the share capital to the amount specified in

decision or, if a certain amount is not specified, the

the sum of the cancellation of the quota values.



The share capital is reduced when the reduction decision, the

registered or, in the case referred to in section 23, when a

decision pursuant to section 27 or 28 have been registered.



section 21 Of the reduction of the share capital has been carried out with the withdrawal of shares, they shall immediately be removed from the cancellation of the shares of shareholders. In the record companies, the Board shall immediately notify the central securities depository as for the CSD register for the company that the decrease has been registered. Law (2016:60).



Reduction decision falls



section 22 issue of reduction of the share capital falls, on



1. any notification under section 19 of the registration has not been made

within the prescribed period,



2. Companies registration office in a decision which has become final has

written off a case if the registration under section 19 or have

refusal of registration, or



3. any application under section 25 for permission to execute

reduction decision has not been made within the prescribed time limit, or

is refused by a decision which has become final.

If a mitigation decision ceases to be valid pursuant to the first subparagraph,

This also applies to decisions on such an amendment of the articles of Association

that assumes that the share capital is reduced.



Permission from Bolagsverket or general courts



Permission to execute the decision on reduction of the share capital

for repayment to the shareholders, etc.



section 23 of the reduction amount Shall wholly or partially be used for

purposes referred to in article 1, first paragraph (2) or (3), the company may

the decision not to carry out mitigation without permission of

Bolagsverket or, in disputed cases, a General Court of law. Condition

at the same time, however, the company does not take actions that

means that neither the company's restricted equity or its

share capital decreases.



The secret to the company's known creditors



section 24 Of licences required under section 23, the company shall in writing

notify its known creditors on reduction decision.

Notifications shall include a statement that the company intends

to apply for permission to enforce the reduction decision, and

indication of creditors under section 27 to oppose

the decision is enforced.



The creditors do not need to be notified of an auditor in a

written, signed statement States that he or she

has not found that the reduction presents no danger to

the creditors. Nor need notification sent to

creditors whose claims relating to a claim for wages, salaries, pensions

or other compensation covered by the wage guarantee pursuant to

the wage guarantee Act (1992:497).



For an auditor referred to in the second subparagraph, the provisions

in the second and third paragraphs of section 14. Law (2007:317).



Application for permit



section 25 of the company shall, in the cases referred to in section 23, apply for

authorization to effect the reduction decision. The application should

be made with the companies registration office. It shall be filed simultaneously with the notification

According to § 19, or within two months of the

reduction decision was registered.



The application shall be accompanied by a certificate from the company's Board of Directors

or ceo that its known creditors

has been notified in accordance with paragraph 24. If there is a

opinion referred to in paragraph 24, will instead

the opinion shall be appended to the application. If the company does not have enclosed either

such certificate or such an opinion,

The Swedish companies registration office submit to the company to remedy the deficiency. If

the company does not do this, the application shall be rejected. The same applies to

on the issue of reduction of the share capital have fallen under section 22

the first subparagraph of paragraph 1 or 2. Law (2014:539).



Notice on the company's creditors



section 26 Of the companies Registration Office finds that there is no obstacle to

application under section 25, the company's creditors really cold.

The work shall not, however, call the creditors whose claims relating to a

claim for wages or other remuneration covered by

wage guarantee pursuant to the wage guarantee Act (1992:497).



The notice shall include the procedure for those who wish to oppose

last day to request in writing to report this.

The notice shall contain a statement that the he or she

otherwise, be deemed to have accepted the application.



Bolagsverket should expeditiously announce the convocation in the postal and

Home Magazines. The work should also send a special

the notification of the summons to the Swedish tax agency. Law (2008:12).



When the Swedish companies registration office shall issue a permit to decrease

the share capital



section 27 unless any of the creditors who have been called

According to section 26 of the opposition to the application within the prescribed period, shall

The Swedish companies registration office to give the company permission to execute

reduction decision. Oppose any creditor application, the

the work, submit the case to the District Court of the place where the

the company's Board of Directors has its seat.



When the General Court shall issue a permit to decrease

the share capital



section 28 If a case for authorisation to enforce

reduction decision has been handed over to the Court, the State

be provided if it is shown that the creditors who have opposed

the application has a full payment or have adequate safety

for their claims. Otherwise, the application shall be rejected.



Registration



section 29 a decision to leave the State under section 27 or 28 shall

registered in the companies register once it has become final

force.



Permission for distribution of profits after reductions

the share capital



section 30 for three years after the registration of a


reduction of the share capital of loss coverage,

distribution of profits not be decided without permission from Bolagsverket

or, in disputed cases, a General Court of law. However, the permit needed

not if the share capital after or in conjunction with

reduction decision has been increased by at least the reduction amount. In

question about Bolagsverket's or the permission of the court case 25-

29 sections as appropriate.



Reduction of the share capital according to the subject of the articles of Association



Redemption reservations



section 31 in stock companies where the share capital can be determined to a

lower or higher amount without changing the articles of Association,

It is the subject of the articles of Association to the share capital

can be reduced through redemption of shares (redemption reservations).

The caveat may not be designed so that the share capital may be reduced

under the minimum capital.



A redemption reservations should indicate both the order of redemption,

on the one hand, the redemption amount or grounds for its calculation.



If the reservation introduced by the amendment of the articles of Association, the

relate only to shares subscribed or given out after the

the amendment has been registered.



Majority requirement



32 section At the general meeting's decision on reduction of the share capital

under redemption reservations concerning Chapter 7. 40 section.



Permission to the reduction of the share capital



section 33 the provisions of §§ 23 to 29 shall apply also in the event of such a

reduction of the share capital as is done with the support of

redemption reservations.



However, it does not need a permit to decrease, if



1. the reduction is carried out through redemption with a total

amount that does not exceed what is available under 17

Cape. section 3, first subparagraph, and



2. an amount equal to the reduction amount is allocated to the

the reserve fund.



Registration, etc.



34 § in deciding on the reduction according to the subject of the articles of Association

paragraphs 19-22 shall apply. In the cases referred to in section 33

subparagraph, the Board of Directors, however, when the decision has been taken on redemption

of shares and allocation to the reserve fund, shall immediately notify

for registration in the companies registry.



Reduction of the reserve fund



Reduction purposes



35 § reduction of the reserve fund may be made for



1. coverage of the loss, if there is no unrestricted equity

corresponding to loss,



2. increase of the share capital through a bonus issue or share issue

of the shares, and



3. repayment to the shareholders or other purposes, if

The companies registration office or, in the case at issue, the Court of

application of 23-29 § § gives permission to the decrease.



Decision-making procedure



36 § decision on reduction of the reserve fund shall be taken by

the annual general meeting.



At the general meeting's decision applies to Chapter 7. 40 section.



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies



section 37 in a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal under section 6, as the case may be, together with

the documents referred to in paragraphs 12 and 14, available for

shareholders for at least three weeks prior to the

General meeting at which the question of reduction of the share capital,

be examined. Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting. Law (2010:1516).



21. Loans from the company to the shareholders and others.



Loans to related parties, etc.



Loans to shareholders and others.



§ 1 subject to section 2, a limited liability company may not leave

cash loans to



1. the person who owns shares in the company or in another company in the same

Group,



2. a person who is a Director or Chief Executive Officer of

the company or other companies in the same group,



3. anyone who is married or cohabiting with or are siblings or

relative in the ascending or descending line right to the referred to in

1 or 2,



4. the besvågrad with the referred to in 1 or 2 in the right

ascending or descending line or so that one is married to the

Andres sibling, or



5. a legal entity over which a person referred to in 1-4,

alone or with someone else referred to there, have a

non-controlling interest.



section 2 of the provisions of paragraph 1 shall not apply where:



1. the debtor is a municipality, a county or a

Association of local authorities,



2. the debtor is a company in the same group as the

lending company is included,



3. the loan is intended exclusively for the debtor's motion and

the company leaves the loan for purely business reasons, or



4. the loan has been taken up by the national debt under Chapter 5.

the budget law (2011:203).



With the group referred to in the first paragraph 2 on the same footing as other

Group of similar kind in the parent organization

is



1. a Swedish legal entity who is posting required under

the accounting Act (1999:1078)



2. an equivalent foreign legal person domiciled in the

The European economic area, or



3. city, County, or municipal associations.



The provisions in section 1 does not apply to loans granted to a shareholder

or his next of kin, if the borrower's and its related parties

total shareholding in the company does not amount to a percentage

of the share capital. Law (2011:204).



Provision of security



section 3 the provisions of paragraphs 1 and 2 If the loan is also applied in

to provide security for the loan.



Holdings in investment fund or special fund



4 § the holder of a share in an investment fund or

Special Fund is considered for the purposes of paragraphs 1 and 2 are not as

shareholders. Team (2013:576).



Loans for purchase of shares



Loans for acquisition of shares in the company or parent company of the

the same group



§ 5, a limited liability company must not give advance, leaving loan or ask

Security for loans in order to the debtor or related to him

natural or legal person referred to in paragraph 1 shall acquire

shares in the company or parent company in the same group.



paragraph 6 of the judgment debtor Is employed by the company or of another company in the

the same group does not apply the prohibition on advance payments, loans or

security in accordance with paragraph 5 of, if



1. the value of the offered loan, the loan amount or

security, along with the previous advances, loans and

securities under this section from the company or other companies

in the same group does not exceed two price base amounts according to Chapter 2.

6 and 7 of the social code, and



2. the offer is addressed to at least half of the employees in

company and, in the case of advances or loans, means that the

the offered amount repayable within five years through regular

capital repayments.



Advance, loan or security referred to in the first subparagraph shall not

left, if it doesn't then there is full coverage of the bound

own capital. When calculating if there is full coverage

for the equity tied to advances and loans according to

the first subparagraph shall be treated as receivables without value and

collateral referred to in the first subparagraph shall be treated as the company's debt.



Even if there is no impediment pursuant to the second subparagraph,

advances, loans or collateral is provided only to the extent that it

appears to be justifiable with regard to



1. the requirements of the nature, scope and risks

on the size of the equity, and



2. the company's need for consolidation, liquidity and position in

otherwise. Law (2010:1295).



Holdings in investment fund or special fund



section 7 of the one who acquires or holds a stake in a

Investment Fund or special fund is considered for the purposes of

§ 5 not as transferees of shares. Team (2013:576).



Dispensation



section 8 of the Swedish tax authority may grant a derogation from the prohibitions provided for in 1, 3 and

5 §§. Exceptions from section 1 and 3 may be granted only if there are

serious reasons. Exemption from section 5 may be granted only if the

necessary because of special circumstances.



For limited liability companies under supervision

examine issues of exemptions provided for in the first subparagraph of

the inspection.



In the case of public limited companies also applies to section 12.



§ 9 the company's known creditors shall be heard over an application for

exemption under section 8. If a creditor so requests, his or

her claim paid or satisfactory security for

the application must be granted.



The first subparagraph shall not apply, if the creditors ' rights

obviously not affected by the exemption.



List of loans, etc.



section 10 of the Management Board and the Executive Director shall each

fiscal year establish a specific list of



1. advances, loans and collateral has been provided with support by

derogation has been granted under section 8, as well as



2. loans and collateral has been provided with support by the provision

in the first subparagraph of paragraph 2 of 3.



The list shall relate to advances, loans and securities

during the fiscal year or left over from previous

fiscal year. The list shall set out the names of the people

to which advances or loans have been provided or for which

Security has been lodged.



The authority referred to in section 8 may decide that advances, loans

or security referred to in the first subparagraph does not need to be addressed

in the list.



The list shall be kept for at least ten years after the end

of the fiscal year in which the list relates.



The legal consequences in case of illegally providing loans or determination of

Security



section 11 If a corporation has given advances or provided loans in

violation of the provisions of this chapter, the beneficiary shall

funding what he or she has received. Has secured

violation of the provisions of this chapter, the


This Act is not against the company, if the company proves that the

the recipient of the security realized or away to realize that it was

illegal.



Specific provisions relating to public limited liability companies



section 12 in respect of public limited companies, exemptions under section 8 is not

be granted for acquisitions of shares in the company making advances

or loans or set security.



22. Redemption of minority shares



Conditions for redemption



§ 1 a shareholder who holds more than nine-tenths of the shares

in a limited liability company (majority shareholder) has the right to obtain from the

other shareholders in the company redeem the remaining shares. The

the shares may be redeemed shall have the right to have their shares redeemed by

the majority shareholder.



The provisions of the first paragraph and the remainder of this chapter if

majority shareholders in a limited liability company applies also to the

together with one or more subsidiaries hold more than

nine-tenths of the shares in the company and the subsidiary undertakings

holds more than nine-tenths of the shares in the company. Are there

several that meet these requirements, the provisions

in this chapter apply only to the closest to

parent company.



With subsidiaries referred to in the second subparagraph on the same footing as legal

person over which a majority shareholder that is not a

Swedish limited liability company exerts influence in the manner specified in 1

Cape. 11.



Redemption amount



The amount of passwords



section 2 If the issue of redemption amount of a share to be redeemed

under this chapter is disputed, the redemption amount shall be determined

with the application of the second-fourth subparagraphs.



Redemption amount of a share shall be determined so that it corresponds to the

the price for the share that can be expected in the event of a sale under

normal conditions. For a stock that is traded on

a regulated market or an equivalent market outside the

The European economic area, the redemption amount

correspond to the listed value, unless special reasons justifying

something else.



The redemption amount shall be determined taking account of the conditions of

the time at which the request for examination by arbitrators in accordance with paragraph 5 of

was. If there are reasons for it, the amount in lieu

determined by reference to the conditions of a time

is earlier.



Have a claim for redemption of the share under this chapter

been preceded by a public tender offer to acquire all

shares in which the offeror did not already hold and have this

offer adopted by owners of more than nine-tenths of the

shares the offer relates, the redemption amount shall be equal to the

consideration offered, unless special reasons justifying any

other things. Law (2007:566).



Interest on the redemption amount



section 3 of a shareholder is entitled to interest in accordance with paragraph 5 of the interest Act

(1975:635) on the redemption amount from the day on which any of the parties

requested that the dispute would be considered by the arbitrators until the

the judgment, in which the redemption amount has been established, legally

force. For the time thereafter until the redemption amount

paid have the shareholder entitled to interest in accordance with paragraph 6 of the same law. In

question about companies that are not affiliated companies shall, however, such

interest is not paid for the period before the stock certificates with a note about the

transfer or evidence submitted to

the majority shareholder.



Right of redemption amount



section 4 right to the redemption amount shall be presumed to apply it as the majority shareholder submits a stock certificate with annotation on transfer or a certificate referred to in paragraph 13. In the record companies, the right is assumed to apply it as in the CSD register is



1. registered as the owner of the shares, or



2. recorded on the account in securities register as entitled to redemption amount. Law (2016:60).



The action in the redemption dispute



§ 5 a dispute about whether there is a right or obligation

to redemption or ransom amount shall be considered by the

three arbitrators. Subject to the provisions of

This chapter, applies in the case of arbitrators and the procedure

to them mutatis mutandis as prescribed in the law

(1999:116) for arbitration.



The action in a redemption dispute may be admissible if it relates



1. the determination of the right or the obligation to redeem,



2. determination of the redemption amount, or



3. obligation for the majority shareholder to pay fixed

redemption amount to shareholders whose shares are redeemed.



Provisions on appeal against the arbitral award can be found in section 24.



The provisions of this section shall not prevent proceedings against an

foreign majority shareholders are brought before a foreign court.



Specific provisions when the majority shareholder has requested

review of arbitrators



Request for review of arbitrators



section 6, If a majority shareholder to redeem shares in a company

According to section 1 and it cannot be struck an agreement on

This, he or she shall, at the company's Board of Directors in writing

request that the dispute is decided by arbitrators and indicate their arbitrator.



The company's notification to minority shareholders



section 7 of the Board shall forthwith after receipt of a

request referred to in section 6, by public notice, inform the shareholders,

that redemption is directed at, that the redemption was requested. In

the notification shall be given an opportunity to shareholders within two

weeks from the notice in writing stating his arbitrator to

the company.



The notification shall be published in the Gazette

and the ortstidningar as the Board determines.

The notification shall also be sent by mail to each shareholder

that redemption is directed against and whose postal address is known

for the company.



In the case of public limited companies apply section 28 instead of other

the first sentence.



Application for good man



§ 8 unless all shareholders registered shareholders, as

redemption is directed against, within the time specified in the

the notification referred to in section 7 has indicated a co-arbitrator,

the Board of the Swedish companies registration office requesting that a trustee be appointed.



Such an application shall be reviewed promptly. Law (2011:899).



Who may be appointed as trustee



§ 9 the appointed trustee shall be suitable for

the mission.



The trustee's duties



section 10 of the good man shall



1. appoint a co-arbitrator for minority shareholders, and



2. in monitoring the absentee shareholders ' rights.



The trustee shall immediately notify the company's Board of Directors

the choice of the arbitrator.



Except as provided in this Act, applies if the trustee's

jurisdiction as provided for in Chapter 12. 14 paragraph 2-6

the code of judicial procedure. The good man is further authorized to

make a claim for performance under paragraph 5 of the second paragraph 3.



11 § Since arbitrators have been appointed, they shall invite the

shareholders who wish to bring his action within two weeks

notify the arbitral Chairman. In the case of this

call to action paragraph 7 shall apply.



In the case of public limited companies apply section 28 instead of paragraph 7 of the

the first sentence of the second paragraph.



Right of pre-emption



section 12 Before the issue of the final redemption amount has been tried,

the arbitrators or, since the action has been brought before the courts under the

section 24, the Court at the request of the majority shareholder in a

particular judgment, decide on the admission of

the majority shareholder.



A decision as referred to in the first subparagraph may be notified only if



1. the parties agree that there is the solution right or

settlement obligation or otherwise it is clear that such a

right or obligation exists, and



2. majority shareholder have set security for upcoming

redemption amount and interest and safety have been approved by

arbitrators or court.



If the decision on the right of pre-emption has been notified,

majority shareholder to exercise the rights that the shares will give

from the time when the judgment on the right of pre-emption comes into

force or, if the arbitrators have decided under section 24 of the third

paragraph, from the time of the decision. At this time

entering the legal effects provided for in §§ 13 and 14.

Law (2007:317).



section 13 if there has been prior access to shares in

a company is not the record company, the owners of the

shares shall be obliged to

majority shareholder to submit their share certificate with annotation

on the transfer. Stock certificates, which have not yet been handed over to the

majority shareholder does not give the right for the holder than

to against the surrender of the share certificate get redemption amount and

interest rate.



When a shareholder submits share certificates to

majority shareholder within the meaning of the first subparagraph, he shall be obliged

to submit written evidence to the shareholder if the shareholder's

the right to the upcoming redemption amount and the interest rate (strike). By

redemption certificate shall state



1. it has been issued by the majority shareholder, and



2. the number of shares, where appropriate with an indication of

class of shares for which the shareholder is entitled to

the ransom amount.



In the case of transfer and pledge of redemption shall

the provisions on the issue of evidence and warrant evidence in 11

Cape. Article 7 shall apply.



section 14 if there has been prior access to shares in a securities company, the shares, at the request of the majority shareholder, recorded with him as the owner of the control register. At the same time, the shareholders ' rights to the upcoming redemption amount and interest are recorded in the same way.

Law (2016:60).



Particular judgment on redemption dispute



section 15 is the question of the majority shareholder's right or obligation

the redemption dispute, the arbitrators may, at the request of a party or

the good man settle the matter through a special arbitration.



If the right of pre-emption in accordance with paragraph 12 of has won


the force of law, the arbitrators at the request of the parties, or the good

man announce a special arbitration over the amount

granted by the majority shareholder.



Withdrawal of the action, etc.



Majority shareholder's obligation to complete the action



section 16 If the majority shareholder withdraws its application for redemption,

is the majority shareholder, however, if there are conditions

redemption pursuant to § 1, at the request of

minority shareholders or the good man redeem

minority shareholders ' shares.



section 17 Of the majority shareholder's resolution right under § 1 has

lapsed as a result of the majority shareholder's or his

daughter company transfers of shares, is the majority shareholder

still, at the request of the counterparty is obliged to redeem shares. Claim

If redemption may, however, in that case be filed only in respect of

the share owned by someone other than the majority shareholder or

subsidiaries of the latter on the day the majority shareholder demanded

that the dispute would be settled by arbitrators. With subsidiaries

equated such a legal person referred to in paragraph 1 of the third

paragraph.



section 18 If it has been decided about the right of pre-emption in accordance with paragraph 12 of may

the majority shareholder is not subsequently withdraw its action.



Obligation for other than majority shareholder to pursue

action



section 19 Has anyone other than majority shareholder left dispute

for the decision of the arbitrators and he or she revokes their

the action, however, the dispute shall be considered if the majority shareholder advocate

it.



Effects of an arbitral award in respect of the redemption amount



section 20 When a judgment on the redemption amount has been given the force of law, the following applies. In a company is not the record company to the owners of the shares to be redeemed for the majority shareholder to submit his share certificates with a note on the transfer. In a record company shall, except in the cases referred to in section 21, the shares, at the request of majority shareholder registered with him/her as the owner of the control register.

Law (2016:60).



Reduction of fixed redemption amount



section 21 Have share certificates or evidence not submitted to majority shareholder within one month from the date of a judgment on the redemption amount got res judicata or, in the case of a record company, a shareholder in such a company is unknown, the majority shareholder without delay let reduce the redemption amount of such share or shares referred to with such redemption certificate under the Act (1927:56) about the loss of money in authority. Any reservation concerning the right to reclaim the reduced amount may not be made.



If impairment has been made under this section, the majority shareholder to exercise the rights the shares provide as from the date on which the amount is reduced with the County Administrative Board.



A stock certificate, which has not yet been handed over to the provincial government, provides no other right holders than that against the surrender of the share certificate get redemption amount and interest. In affiliated companies shall, if the loss has occurred, the shares, at the request of majority shareholder registered with him/her as the owner of the control register. Law (2016:60).



The issuance of the new share certificate



section 22 Has a stock certificates not submitted within one month from the

that majority shareholder became the owner of the share, shall

the Board of Directors of the majority shareholder's request, issue a

new share certificates. The new share certificate shall indicate:

It replaces an earlier stock certificates. If the previous

share certificate is then forwarded to the majority shareholder,

He shall transmit it to the company for cancellation.



The costs of the arbitration



section 23 of the majority shareholder shall be responsible for the remuneration of

arbitrators and good man, as well as for other shareholders '

costs of the arbitration. If there are special reasons,

the arbitrators impose other shareholders that wholly or partly

responding to these charges. With regard to shareholders and the good

the man's charges are 18 kap. section 8 of the code of judicial procedure.



If the receiver requests it, the arbitrators may impose

the majority shareholder of providing security for the trustee's

fees and expenses. Law (2007:317).



Appeal against the arbitration



section 24 of the party or the good man who is dissatisfied with an arbitration award in a

the redemption dispute has the right to bring proceedings in the District Court of Stockholm

within sixty days from the time he or she got the part of

the original or a certified copy of the award.



Leave to appeal is required for an appeal to the Court of appeal.



The arbitrators may decide that an arbitral award if the right of pre-emption

According to section 12 applies even if it has not become final. A

such a decision may only relate to shares whose owners have admitted that

pre-release access is done. The decision must be notified even after the

the award if the right of pre-emption has been notified.

Law (2007:317).



The costs of the proceedings in the ordinary courts



section 25 of the public courts responsible majority shareholder for its

own costs and expenses incurred for counterparty

or good man by majority shareholder has brought an action,

subject to the provisions of chapter 18. 6 or paragraph 8 of the code of judicial procedure. In

otherwise what is said in chapter 18. the code of judicial procedure if

the obligation to bear the expenses of the higher right.



If the minority shareholders wholly or partly responsible for

the costs of the proceedings, shall be distributed according to the number of

shares, each of which holds. If there are special reasons,

the Court shall decide whether a different allocation. Provisions of 18

Cape. Article 9 of the code of judicial procedure shall not apply. Law (2007:317).



Redemption of warrants and convertible bonds



section 26 of The majority shareholders exercising their right under section

to redeem the remaining shares in the company have the right to also

redeem the warrants and convertible bonds that the company has given

out. A holder of such warrants or convertible

has the right to have this redeemed by the majority shareholder, although

He does not exercise his right of redemption of shares.



Is the majority shareholder in accordance with section 6, requested that a dispute about

redemption shall be settled by arbitration, the warrants

the convertible bonds are exercised or not or

conversion until the redemption dispute has been settled by a judgment

or a decision which has become final. About the time within

the warrant may be exercised or conversion may take place

expire prior to, or within three months thereafter,

the holder of the warrant or convertible bonds still right

to take advantage of the option or convertible bonds during the three months

After the judgment became final. Law (2007:317).



section 27/expires U: 2016-01-01/

Have majority shareholder requested that a dispute about

redemption of shares as a dispute over the exercise of options

or convertible bonds shall be settled by arbitration, disputes

dealt with in the same arbitration.



In a dispute over the exercise of options or convertible bonds

shall section 1-11 and 15-25 sections are applied.



If a dispute about redemption refers to both shares as stock options

or convertibles and the trustee has been appointed pursuant to section 7, is this

also competent to represent the absent owner of

warrants or convertible bonds.



section 27/entry into force: 01/01/2016

If the majority shareholder has requested that a dispute

on the redemption of shares that a dispute about the redemption of

warrants or convertible bonds shall be settled by

arbitrators, should disputes be handled in the same

arbitration.



In a dispute over the exercise of options or convertible bonds

going 1-11 sections and paragraphs 15 to 25 shall apply.



If a dispute about redemption refers to both shares as stock options

or convertibles and a trustee has been appointed under section 8,

He or she also qualified to represent the absent

holders of warrants or convertible bonds.

Law (2015:824).



Special provisions applicable to public limited-liability companies



section 28 in respect of public limited companies to a notification under

section 7 and an appeal under section 11 published in Gazette

Newspapers and in the national daily newspaper that has been entered in

the articles of Association in accordance with Chapter 7. 56 or section 56.

Law (2010:1516).



Chapter 23. Mergers of public limited liability companies



Common provisions



What the merger means



Article 1, two or more joint stock company can join together by all

assets and liabilities in one or more of the companies taken over by the

another limited liability company for consideration to the shareholders in the or

the companies being acquired (fusion). At the dissolution of the merger

company or companies being acquired without liquidation.



Fusion can take place



1. between the acquiring company on one side and one or

several companies being acquired on the other (absorption), or



2. between two or more companies being acquired by the form

a new, acquiring company (combination).



In case of merger by absorption of wholly owned subsidiary case 28-

35 sections instead of 6-27 sections.



Merger consideration



section 2 of the consideration to the shareholders of the transferor

companies (merger consideration) shall consist of the shares in the

acquiring company or by money. More than half of

the total value of the consideration shall be represented by shares.

Law (2008:805).



The participating companies ' accounting currency



paragraph 3 of the Fusion may be made only if the transferring and acquiring company

have the same accounting currency.



Fusion when transferring company has gone into liquidation



section 4 of the Merger may take place even if the surrendering company has gone in

liquidation, provided that the parcel of the company's

assets have not begun.



If the surrendering company has gone into liquidation, the

the joint liquidators, when a merger plan has been drawn up according to 6

or section 28, leaving the final account of their management. When


the merger plan has taken effect in the company, shall

the final accounts shall be submitted to a general meeting. For

final accounts and its review applies in General what

provided in chapter 25. 40 section.



The winding-up shall be deemed to be completed when notification of the merger

According to section 25 have been registered or authorised to enforce a

merger plan has been registered under section 34.



Specific right holders ' position



§ 5 Holders of warrants, convertible bonds or other

securities with special rights in the merging companies shall

of the acquiring company have at least equivalent rights

in the merged company. However, this does not apply if

holders in accordance with the merger plan has the right to have their

securities redeemed by the acquiring company.



Fusion under section, second paragraph



The establishment of the merger plan



section 6 of the boards of devolution and, by absorption,

acquiring company shall establish a common, dated

merger plan pursuant to the provisions of paragraphs 7 to 13. The plan shall

signed by the Board of Directors of each of the companies.



When combining forms of merger memorandum for the

acquiring company.



The merger plan's content



section 7 of the merger plan for each company listed



1. company name, company category, registration number and the place where the

the Board of Directors shall have its registered office,



2. how many shares of the acquiring company to be provided

for a specified number of shares of the company being acquired and the

cash compensation to be provided as merger consideration,



3. the time and the other conditions which apply for

disclosure of merger consideration,



4. the date from which and the conditions under which the shares

as merger consideration entails entitlement to dividends in the

acquiring company;



5. the planned timing of the surrendering company resolution,



6. what rights in the acquiring company to be

apply to holders of shares, warrants, convertible bonds

and other special rights of assignor

company or the actions of other shall be taken to

benefit of those holders, and



7. fees and other special benefit which, by reason of

the merger shall be submitted to a Board member or a

the Chief Executive Officer of transferring or acquiring company

or an auditor who performs the review referred to in section 11.



section 8 by combination of merger must also contain



1. the articles of Association of the acquiring company, and



2. full name, social security number or, if there is none,

date of birth and postal address for Board member and, in

where applicable, to the Auditors, Deputy Director,

Deputy auditor and lay Auditors. Law (2010:834).



§ 9 in the merger plan shall contain a statement of the

circumstances that might be of importance for the assessment of

Fusion fitness for companies. Of the statement to the

indicate how the merger consideration has been determined and what legal

and economic views have been taken into account. Special

difficulty to estimate the value of the property shall be observed.



The Board of Directors shall inform the boards of other participating

companies, who have not kept the general meeting in accordance with section 15, if

material changes in the company's assets and liabilities

have occurred after the merger.

Law (2011:1046).



Supplementary information



section 10 to the merger plan, it shall be accompanied by a copy of the corporations

annual reports for the last three financial years.



If the merger plan has been drawn up no later than six months after

the end of the last financial year for which the annual report

and the audit report was submitted, it shall proceed to

the plan annexed a summary account of activities and

performance as well as for investments and changes in

liquidity and funding since the previous fiscal year

output. In the statement, it should also be provided amount information

If net sales and profit before appropriations

and taxes during the reporting period. If there are special reasons,

get a ballpark amount indication of the result shall be provided. In question

If the company covered by the Act (1995:1559) on the annual accounts of

credit institutions and securities companies, the report also

include the development of the company's deposits and

lending. The information must relate to the period from the end of the said

fiscal year to a day that is not earlier than three months

before the merger plan is drawn up.



If there is anything in particular that prevents it, should it in

the statement referred to in the second subparagraph also to be equivalent

data for the same reporting period during the preceding

fiscal year. Concepts and terms shall, as far as possible

be consistent with those used in the most recently tabled

the annual accounts or, where appropriate,

the consolidated financial statements.



The second and third subparagraphs shall not apply if the company has provided a

interim report according to Chapter 9. annual accounts Act (1995:1554)

and joins a copy of it to the merger plan. The interim report

must cover a period of six months immediately after

the end of the last financial year for which the annual report

and the audit report was submitted. Law (2011:1046).



Auditor's review of the merger plan



section 11 for each of the companies being acquired and, where

absorption, the acquiring company, the merger plan will be reviewed

by one or more auditors. The review should be so

extensive and detailed as generally accepted auditing standards require. For each

companies should draw up an opinion, the auditor or auditors of the

the review. The opinions shall indicate whether the

the merger consideration and the foundations of its distribution has

determined on an objective and accurate way. It should also be specified

the methods used in the valuation of

assets and liabilities, the results of the applied

valuation methods and their appropriateness and the importance that

has been given to them in the comprehensive assessment of the value of each

and one of the companies. Particular difficulties in estimating the value

of the property shall be observed.



In the opinions, in particular,



1. for the absorption, if the auditors during their audit has found

that the merger poses danger to creditors of the acquiring

the company will not get their claims paid, and



2. in combination, if the merged companies ' total

fair value for the acquiring company is at least

the share capital of this.



If all the shareholders of the companies involved in the merger have

consented to it, the review and the opinions are limited

to the circumstances referred to in the second subparagraph.



The Auditors ' opinions shall be annexed to the merger plan.

Regulation (2008:1238).



section 12 of the auditor referred to in section 11 shall be an authorized

or approved public accountant or a registered public accounting firm. If

not otherwise specified by the articles of Association, the auditor shall be appointed by the

the general meeting of each company. If any special auditor

is not appointed, shall review instead carried out by

the companies ' auditors.



For an auditor is appointed to carry out the audit in accordance with

section 11 applies the provisions of Chapter 9. 40, 45 and 46 §§.



paragraph 13 of the Board, the Executive Director and the accountant in a

companies participating in the merger shall give each auditor

performing the review in accordance with section 11 of the opportunity to execute

the review of the extent to which it considers to be necessary.

They shall also provide the information and assistance as requested.

The same obligation is an accountant who performs the review according to

section 11 against other such Auditors.



Registration of merger



14 section within one month of the establishment of the draft terms of merger shall

acquiring company or, in combination, the oldest of the

companies being acquired to submit plan with documents attached to

The Swedish companies Registration Office for registration in the companies registry. Task

If the registration, as provided for in Chapter 27. section 3 be published. About the plan

not stated in full, the notice must be provided

indication of where it is available.



The first subparagraph shall not apply in the case of a merger, in which all participating

companies are private limited company and all the shareholders of the companies

signed the merger plan.



When the merger plan shall be submitted to the general meeting of shareholders



section 15 of the merger plan shall be submitted to the general meeting of all

transferring company.



If the owner of at least five per cent of all the shares in the

acquiring company requests it, the merger plan also

be submitted to the general meeting of the company. Such a request shall

be made within two weeks from the statement that the merger plan

has been registered has been published pursuant to Chapter 27. section 3.



The meeting may be held no earlier than one month after the indication of

the merger plan's registration has been published. If all the companies

participating in the merger are private limited companies, the general meeting shall be held

in the past, but no earlier than two weeks after the announcement.



First-third paragraphs do not apply in the case of a merger where all

participating companies are private limited company and all the shareholders in

the companies signed the merger plan. Law (2008:12).



The provision of the draft terms of merger, etc.



section 16 If a question about approval of the merger plan under section 15 shall

be submitted to the general meeting, the following applies.



The Board shall keep the plan with attached documents available

for shareholders for at least a month, or, if all the companies

participating in the merger are private limited companies, at least two weeks

before the general meeting at which the question should be treated. Documents

should be available from the company at the place where the Board of Directors

has its registered office. Copies of the documents shall immediately and without

cost for the receiver sent to those shareholders who request it

and provide their mailing address.




Provided that the documents are made available on

the company's Web site, the Management Board may, notwithstanding the second paragraph, choose

between to keep them available from the company and to send

copies of them to shareholders.



If there have been significant changes in something corporate

assets and liabilities after the merger

established, the Board of Directors shall disclose this on

the general meeting before the question of approval of the draft terms of merger

is determined.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

section 53. Law (2011:1046).



Majority requirements, etc.



section 17 of The AGM decision on approval of the merger plan is

valid only if it has been advised by shareholders with at least two

thirds of the votes cast and the shares are

represented at the meeting.



If there are multiple classes of shares in the company, as required by

in the first subparagraph shall also apply in respect of each share class which is

represented at the meeting.



If any of the companies being acquired is a public limited company

and the acquiring company is a private limited company, it is

public limited liability company's decision approving the merger plan

valid only if it has been advised by all shareholders who

present at the meeting and these together

representing at least nine tenths of all shares in the company.

The same applies if one of the companies being acquired is a

public limited companies whose shares are admitted to trading on a

regulated market or an equivalent market outside the

European economic area and the

merger consideration is to be given shares as at the date of

the consideration is to be given out are not admitted to trading on a

such a market.



Decisions on approval of the draft terms of merger in the transferring company

should shares of the acquiring company or of a

other companies in the same group as the acquiring company does not

be taken into account. With the Group equated in this context other

Enterprise Group of the corresponding kind. Law (2008:805).



section 18 of the General meetings which shall approve

the merger plan did not approve the plan in its entirety, fall

the question of fusion.



The secret to the company's known creditors



19 § when the merger has taken effect in all the companies that

participating in the merger, each of them in writing

notify its known creditors of the decision. Notifications

shall indicate that the company intends to claim

permission to execute the merger plan and the

creditors ' right to object to the merger plan

are enforced.



Creditors of the acquiring company does not need to

be informed, if the Auditors in response to the merger plan has

stated that they have not found that the merger poses no danger

for these creditors. Nor need notification sent

to creditors whose claims relating to a claim for remuneration,

pension or other compensation covered by the wage guarantee

According to the wage guarantee Act (1992:497).

Application for authorization to effect the merger plan



section 20 of the acquiring company or, in combination, the oldest

of the companies being acquired shall apply for authorisation to

the effect of merger. Application must be made with the companies registration office.

It shall be filed within one month after the merger plan has

become applicable in all companies and, if the merger plan has

registered under section 14 of the first subparagraph, no later than two years after

the statement that the plan has been registered has been published.

The following documents shall be annexed to the application:



1. a copy of the draft terms of merger;



2. certificate from the companies ' boards of directors or managing directors

If the companies ' known creditors has informed according to § 19

and, in the case referred to in paragraph 14, that all

shareholders have signed up to the merger plan, and



3. where applicable, a copy of the minutes of a

General meeting referred to in section 15.



If the applicant does not have enclosed the documents referred to in the second

subparagraph, shall submit to the Office to remedy

the shortage. If the applicant fails to do so, the application shall be rejected.



section 21 of the companies registration office shall refuse an application under section 20 of



1. the merger plan has not been approved in the competent scheme or to

their content contravenes the law or the

the articles of Association,



2. the merger has been prohibited under the Competition Act (2008:579)

or pursuant to Council Regulation (EC) No 139/2004 of 20

January 2004 on the control of concentrations between undertakings or

review of the merger is in progress under the competition act or the

that regulation, or



3. in combination, revisorsyttrandena according to § 11 not showing

to the total fair value of the companies being acquired for the

acquiring company amounts to at least share capital in this.



If the application cannot be granted because the trial

under the competition act or pursuant to Council Regulation (EC) no

139/2004 and the trial is likely to be completed within a short period of time,

get the Swedish companies registration office to explain the licensing issue dormant for up to

six months. Law (2008:603).



21 a of for the duration of the Company Administration's handling of a

application under section 20 is under way, the tax office may decide that the

over a period of time not exceeding twelve months is an impediment to the

implementation of the merger plan. Time may be extended, if it

There are special reasons. Extension shall only occur with three

months at a time. As long as the tax agency's decision applies, shall

Bolagsverket's processing of the application under section 20 of the rest.



The Revenue Commissioners may decide in accordance with the first paragraph only if



1. it is justified in the public interest,



2. the authority has decided on the audit of the company, and



3. There is reason to believe that the audit would be complicated

significantly by the merger. Law (2008:12).



Calling on the companies ' creditors



section 22 Of the companies Registration Office finds that there is no obstacle to

an application under section 20, shall work call companies ' creditors.

The work shall not, however, call



1. the creditors of the acquiring company if the Auditors in

opinion on the merger plan under section 11 has stated that they do not

have found that the merger poses any danger to those creditors,



2. creditors whose claims relating to a claim for wages, salaries, pensions

or other compensation covered by the wage guarantee pursuant to

the wage guarantee Act (1992:497).



The notice shall contain an order for those who want to

oppose the application that last day in writing notify

this. The notice shall contain a statement that he

or she would otherwise be deemed to have accepted the application.



Bolagsverket should expeditiously announce the convocation in the postal and

Home Magazines. The work should also send a special

the notification of the summons to the Swedish tax agency. Law (2008:12).



When the Swedish companies registration office shall give permission to the President of

merger plan



section 23 If none of the creditors who have been called

According to section 22 is opposed to the application within the prescribed period, shall

Bolagsverket give companies permission to effect the merger plan.

Oppose any creditor application, the Agency shall submit

the case to the District Court of the place where the Board of Directors of the

acquiring company shall have its registered office.



When the General Court shall give permission to the President of

merger plan



section 24 If a case for permission to the President of

merger plan has been submitted to the Court under section 23, shall

consent is granted if it is shown that the creditors who have the opposite

the application itself has received full payment, or have satisfactory

Security for their claims. Otherwise, the application shall

is rejected.



Registration of merger



section 25 of the Board of the acquiring company shall notify

merger for registration in the companies registry. The Board of Directors

registration shall also notify, by absorption,

increase in share capital and, in combination, which has

appointed to the Board of Directors and, where applicable,

Auditors and lay Auditors of the company.



Notification replaces the artwork of shares and shall be made at the latest

two months from Bolagsverket's condition to enforcement

of the draft terms of merger or, when consent is granted by the General

Court, from the decision of the Court of Justice has

force. The notification shall be accompanied by a certificate from an authorized

or approved auditor if the transferor company's assets

have been handed over to the acquiring company.

The provisions of paragraph 48 should be applied, if



1. one of the companies involved in a merger or any other

company by merger has gone up in one of these companies

have previously participated in a cross-border merger,



2. the cross-border merger is registered within three

years prior to the notification of registration referred to in the first subparagraph, and



3. either company will still be subject to a system of

workers ' participation under the Act (2008:9) if

worker involvement in cross-border mergers.

Law (2010:834).



Merger



When a section 26 notice of merger to be registered under section 25 shall arise

the following consequences.



1. the Transferor company's assets and liabilities with the exception of

claims for damages according to chapter 29. 1-3 of which are connected with the

the merger will transfer to the acquiring company.



2. the shareholders of the company being acquired become shareholders of the

acquiring company.



3. Transferring company is dissolved.



4. When combining: the acquiring company is considered formed.



Notwithstanding the first subparagraph, the owner of at least one

tenth of all shares in the transferring company in

the Board may request the holding of a general meeting of shareholders for the treatment of


the case of actions under Chapter 29. 7 §. In that case, Chapter 7. section 17

the second subparagraph shall apply. If such proceedings are brought, the case of 25

Cape. 44 section, mutatis mutandis. Law (2008:805).



The question of fusion fall



section 27 of the companies registration office shall declare the question of fusion features

fallen, if



1. an application under section 20 for permission to execute

the merger plan has not been made within the prescribed time or such

application has been refused by a decision which has become final,



2. the notification referred to in section 25 is not made within the prescribed time,

or



3. Companies registration office by decision which has become final has

written off a case if the registration under section 25 or has

refused registration.



Absorption of wholly owned subsidiary



Merger plan



section 28 If a parent company owns all the shares in a subsidiary,

can decide on the companies ' boards that the subsidiary will

go up into the parent company. They shall draw up a merger plan.

The plan must, for each of the companies set



1. company name, company category, registration number and the place where the

the Board of Directors shall have its registered office,



2. the planned timing of the dissolution of the subsidiary,



3. the rights of the parent company which shall apply

holders of warrants, convertible bonds and other

securities with special rights in the subsidiary or

What measures in General should be taken for the benefit of the

those holders,



4. fees and other special benefit which, by reason of

the merger shall be submitted to a Board member or a

the Executive Director or an auditor who performs

review under section 29.



In the merger plan shall contain a statement of the

circumstances that might be of importance for the assessment of

Fusion fitness for companies.



Auditor's review of the merger plan



section 29 of the merger plan shall be audited by one or more auditors.

The examination shall be as extensive and detailed as good

audit standards require. When reviewing the provisions of the

section 13.



For each company, the auditor or auditors shall draw up a

opinion on the review. In the opinions to the Auditors

in particular, please indicate whether the review has found that the merger

present any danger to the creditors of the parent company does not

shall receive their claims paid.



The Auditors ' opinions shall be annexed to the merger plan.



For an auditor to carry out audits in accordance with the first subparagraph

the provisions of section 12.



Registration of merger



section 30 within one month of the establishment of the draft terms of merger shall

the parent company to give up the plan with attached observations for

registration in the companies registry. A statement of registration

shall, in accordance with Chapter 27. section 3 be published. If the plan is not announced in its

a whole, the proclamation is left where it is held

available.



The first subparagraph shall not apply in the case of a merger, in which all participating

companies are private companies and all shareholders of the parent company

has signed the merger plan.



The general meeting's approval of the draft terms of merger



section 31 Of the owners of at least five per cent of all the shares in

the parent company requests it, the merger plan to be made subject to

the general meeting of that company. Such a request must be made

within two weeks of that merger plan

the registration has been published in accordance with Chapter 27. section 3.



The meeting may be held no sooner than one month, or, if all the companies

participating in the merger are private limited companies, the earliest two

weeks after the indication of the merger plan's registration has

Proclamation.



The first and second subparagraphs shall not apply in the case of a merger, in which all

participating companies are private limited company and all the shareholders in

the parent company has signed the merger plan.



If a question about approval of the merger plan as referred to in the first subparagraph

shall be submitted to the general meeting, the provisions of section 16,

section 17, first paragraph and section 18 applies.



The secret to the company's known creditors



32 § If the merger plan shall not be submitted to the general meeting of

the parent company under section 31 or if the plan is approved by

the general meeting, each of the companies shall be in writing

notify its known creditors that the plan has been

applicable. In that case, the provisions of article 19 shall apply.



Application for authorization to effect the merger plan



33 § parent company shall apply for authorisation to effect

the merger plan. Application must be made with the companies registration office. It shall

be submitted within one month after the merger plan has been

applicable in the parent company and, if the merger plan has

registered pursuant to section 30 of the first subparagraph, no later than two years after

the statement that the plan has been registered has been published.



The following documents shall be annexed to the application:



1. a copy of the draft terms of merger;



2. certificate from the companies ' boards of directors or managing directors

If the companies ' known creditors has informed according to § 32

and, in the case referred to in paragraph 30, that all

shareholders of the parent company have signed the merger plan, and



3. where applicable, a copy of the minutes of the

General meeting referred to in section 31.



In dealing with it to establish the provisions of

paragraph 20 and 21 paragraph 1 and section 22-24.

In what is being said about the surrendering company refer to subsidiary

and what about acquiring companies refer to the parent company.

Law (2007:317).



Merger



section 34 authorization to effect a merger plan shall be registered

in the companies registry.



When the Swedish companies registration office registers the decision authorising the

the effect of merger, entering the following consequences.



1. the assets and liabilities of the subsidiary are released for

the parent company.



2. The subsidiary company is dissolved.



The question of fusion fall



35 § Bolagsverket should explain that the question of fusion features

fallen, if



1. an application under section 33 for permission to execute

the merger plan has not been made within the prescribed time, or



2. such an application has been refused by a decision that has won

the force of law.



Cross-border merger



Applicable provisions



36 § a Swedish limited liability company may participate in a merger with a

the corresponding legal resident of another State within the

European economic area than Sweden

(cross-border mergers). A legal person shall be considered to have

such a resident if it is incorporated under the law of a

State of the European economic area and has its

registered office, Central Administration or principal place of business within the

This area.



For a cross-border merger is subject to the following provisions of the

This chapter:



section 1 about what a merger means,



section 2 If the merger consideration,



4 § of fusion when transferring company has gone into liquidation,



§ 5 If the specific right holders ' position,



sections 37 and 38 of the merger plan,



39 § if Board statement,



section 10 of supplemental information,



11 – 13, §§ 40 and 41 of the auditor's review of the merger plan,



section 14, first subparagraph, and paragraph 42 concerning the registration of the merger plan,



paragraph 15, first and second subparagraphs and, third subparagraph, first

the sentence about when the merger plan shall be submitted to the general meeting;



43 and 53 sections on the provision of the merger plan,



section 17 if the majority requirement etc.,



section 18 if when the question of fusion fall,



section 44 if a conditional decision on the approval of the merger plan,



19 § if notice to known creditors of the company,



20-21 a and 45 sections on applying for permission to execute

the merger plan,



section 22 of the companies ' creditors, notice of



section 23 when Bolagsverket should leave State to the Executive

of the merger plan,



section 24 if when ordinary courts shall submit permission to

implementation of the merger plan,



§ 46 if the issuance of the certificate of merger



sections 47 and 48 on the registration of the merger,



26 and 49 sections about the merger,



section 27 if when the question of fusion fall, with what is in the

the section about section 25 shall refer to § 48,



50 § about particular financial statements, and



51 section on absorption of wholly owned subsidiary.

Law (2010:1516).



Merger plan, etc.



section 37 In a cross-border merger, the Board shall be in a

Swedish companies involved in the merger, together with

corresponding organs of the foreign companies involved in a merger,

establish a merger plan. The Board of Directors shall sign the

the merger plan.



When combined form the merger memorandum, if the

acquiring company shall have its seat in Sweden.

Law (2008:12).



38 § merger plan shall indicate



1. the merging companies form, name and registered office,



2. utbytesförhållanden between the shares and the

securities in the acquiring company and acquired and

any cash payment,



3. the conditions for the award of shares and

occurring securities in the acquiring company;



4. the cross-border merger likely consequences for

employment,



5. the date from which and the conditions under which the shares and

occurring securities eligible for dividends in the

acquiring company;



6. the date from which the transactions of the merging companies

statements should be considered as part of the acquiring company;



7. what rights in the acquiring company to be

apply to holders of special rights of assignor

companies or what actions should be taken for the benefit

for those holders,



8. fees and other special benefit which, by reason of

the merger shall be made to a Director, Chief Executive

Director or equivalent senior management or to the

performing the review in accordance with section 11, 40 or 41,



9. articles of Association of the acquiring company;



10. the value of the assets and liabilities to be transferred to

the acquiring company and the considerations made in the


valuation, and



11. date of the accounts has been the basis for

the determination of the conditions of the merger.



Where appropriate, the merger plan also indicate

about how the workers involved in the process through which the shapes

for employee participation in the acquiring company

be decided.



When combined, the merger plan also indicate

the acquiring company's form, name and registered office. Law (2008:12).



section 39 the Board of Directors of each of the companies participating in the merger

shall draw up a statement of the circumstances that may be

by weight in the assessment of the suitability of the merger of the companies. By

the report shall state how the merger consideration has been determined and the

What are the legal and economic points of view that have been taken into account.

The report shall also contain an indication of the likely merger

implications for shareholders, creditors and employees. If

the Board of Directors in reasonable time, the opinion of the workers '

representatives, should that opinion annexed to the report.

Law (2008:12).



Auditor's review



40 section At a cross-border merger shall audit the audit

According to section 11 of the Board's statement pursuant to section 39.



The provisions of the first paragraph and sections 11 to 13 shall not apply

If the companies registration office or a foreign competent authority in a State

where one of the participating companies is established after

the joint request of the merging companies, has appointed or

approved one or more independent experts for all the

corporate account review of merger and draw up a common

written report for all companies.



As stated in paragraph 13 of the about Auditors ' right to information and

Counsel also applies for the designated to carry out review

in accordance with the second subparagraph.



In the cases referred to in the second paragraph, it to merger plan

be accompanied by an opinion from one or more auditors who

specified in section 12 with such content referred to in paragraph 11 of the other

paragraph. Such opinion shall for the purposes of section 19,

21 paragraph 3 and section 22 is considered as an Auditors ' report

According to section 11. Regulation (2008:1238).



41 § The who registration office appoints to carry out auditing according to

section 40 of the second subparagraph shall be an authorized or approved

public accountant or a registered public accounting firm. In the case of

the review process and the content of the report drawn up

apply, mutatis mutandis, the provisions of §§ 11-13 and 40 §

the first paragraph. Law (2009:713).



Registration of merger



42 § On a cross-border merger shall the obligation under

section 14 to submit the merger plan with attached documents for

registration carried out by the Swedish company participating in

the fusion. If several Swedish companies involved the obligation

carried out by the Swedish company acquiring company or,

If the acquiring company is a Swedish company, of the

oldest of Swedish companies being acquired.



If the merger plan or the supporting documents annexed to the plan

is written in a language other than Swedish, the applicant shall submit a

translation into Swedish. The translation shall be made by a

translators who are certified or have an equivalent foreign

permission. The Swedish companies registration office may grant to any translation is not

is given in.



In the notification for registration shall be filed stating



1. form, name and registered office of each of the merging

companies,



2. the register in which the companies are registered, and the number who

used for identification in the registry,



3. how creditors and, where applicable,

minority shareholders should proceed in order to exercise their rights

and the addresses where the complete information about this

procedure may be obtained, free of charge, and



4. the companies ' addresses.



When the registration is published in accordance with Chapter 27. paragraph 3, the notice

contain the information referred to in the third subparagraph, 1-3.

Law (2008:12).



The provision of the draft terms of merger



section 43 In a cross-border merger, the Board of Directors of a company

participating in the merger holding merger plan with attached

documents and the Board of directors pursuant to § 39 available

for the shareholders, for workers ' organisations representing

workers at the company and for workers who do not

represented by any employee organization. Documents,

for at least one month before the general meeting at which the issue of

approval of the draft terms of merger must be treated, be kept available

the company at the place where the Board of Directors shall have its registered office. Copies

the documents shall immediately and at no cost to the recipient

sent to those shareholders who request them and provide their

postal address.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

section 53. Law (2010:1516).



Conditional approval of the merger plan



44 § annual general meeting of a company participating in a

cross-border merger may condition the decision approving

the merger plan of a subsequent general meeting of shareholders approves the shapes

be adopted for employee participation in the takeover

the company. Law (2008:12).



Application for authorization to effect the merger plan



45 section At a cross-border merger, the application under section 20

made by the Swedish company involved in the merger. If multiple

Swedish companies are participating, as appropriate, the application shall be made by

the Swedish company acquiring company or, if the

acquiring company not to is a Swedish company, the oldest of

Swedish companies being acquired. Law (2008:12).



Issuance of certificate of merger



46 section At a cross-border merger, the companies registration office, when it

There is a final decision on the permit to

implementation of the merger plan under section 23 or 24 and it

or the Swedish companies involved in the merger have

completed as required by this law, for each such

companies issue a certificate to that part of the procedure that

is regulated by Swedish law has been made in the prescribed manner. A

such a certificate shall not be issued if it has brought an action against the

the decision of the general meeting to approve the merger plan and target

has finally been settled. Law (2008:12).



The registration of the merger when the acquiring company shall have

domiciled in a State other than Sweden



section 47 Of the acquiring company has or, in combination, should

have their habitual residence in a State other than Sweden, to a Swedish

companies involved in the merger before the registration of the merger offer

in the certificate referred to in section 46, together with a copy of the

the merger plan, to the competent authority of the State.

The certificate shall be submitted within six months from the date on which the

was issued.



After notification by the competent foreign authority if

that merger has taken place, the Swedish companies registration office in

the companies registry include information stating that the

transferring Swedish companies involved in the merger have

been dissolved. Law (2008:12).



The registration of the merger when the acquiring company shall have

domiciled in Sweden



48 § If the acquiring company is or, when combined,

must be resident in Sweden, the Swedish companies registration office to register

the cross-border merger in the companies registry.

Notification for registration shall be made by the Board in the

acquiring company, within six months from the date of

certificates issued in accordance with section 46. When combined, the Board must

even for the registration of the designated

Board members and, where applicable, auditors and

Deputy members of the Board of the acquiring company.



The Swedish companies registration office shall register the merger only if the



1. the Agency has issued a certificate under section 46 for each

Swedish companies involved in a merger,



2. the foreign companies involved in the merger have given in

the corresponding certificate from the competent authorities of the States in which

they are registered, along with a copy of

the merger plan, and



3. There is no barrier against

the registration of the merger.



If the law (2008:9) on workers ' participation in the

cross-border mergers are applicable, the merger

be registered only if



1. an agreement has been concluded, or a decision has been taken on the involvement

According to the law or the negotiation period has expired without

that such an agreement has been concluded, or a decision has been made, and



2. the acquiring company does not conflict with the

the order of participation that apply as a result of the law.



The Swedish companies registration office shall without delay inform the competent

authorities of the Member State or States where the surrendering company has

resident registration. Law (2010:834).



Merger



49 section At a cross-border merger shall arise the

legal effects referred to in section 26 by the time has

established in the State in which the acquiring company has its

resident. If the acquiring company is domiciled in Sweden,

entering the effects at the time of the merger

registered in the companies register under section 48.



Except as set forth in section 26 applies to the merging companies

rights and obligations arising from a contract of employment

or employment relationships and existing at the

time when the cross-border merger takes effect is transmitted

to the acquiring company. Law (2008:12).



In particular, financial statements



50 § If a Swedish company involved in a cross-border

fusion and the acquiring company, resident in another

State than Sweden, the Swedish company's Board of Directors shall establish

a separate financial statements. The separate financial statements must cover the

time for the annual report has been prepared

until the day when the effects of the merger arose

According to § 49.



For the special financial statements the provisions for


annual accounts in Chapter 6. 4, 5 and 8 of the accounting Act (1999:1078).

The financial statements shall be submitted to the companies registration office within one month from the

end of the period to which the accounts relate.

Law (2010:1509).



Absorption of wholly owned subsidiary



51 section At a cross-border merger between a parent company and

a wholly-owned subsidiary shall apply the provisions of §§ 36-50,

However, with the following exceptions.



1. Merger plan need not contain such information as

referred to in paragraph 38 2, 3 and 5.



2. the provisions relating to Auditors ' review of 11-13, §§ 40 and 41

and if the general meeting's approval of the merger plan in section 15

the first subparagraph shall not apply.



3. in the case of the nature of the merger terms what

stated in paragraph 34 (1) and (2) instead of what is being said in

26 section 1-4.



When a merger under this section it shall to merger plan

be accompanied by an opinion from one or more auditors who

specified in section 12 with such content referred to in section 11, second subparagraph

1. team (2008:12).



The invalidity



52 § action for annulment of a decision of the general meeting of

approval of the merger plan shall, in the cases referred to in Chapter 7.

paragraph 51 be instituted within six months from the decision. Brought

not an action within that period, the right to bring an action.



If a court judgment or decision that has become final

Kraft has agreed an action for annulment of a decision of the meeting

to approve a merger plan, should the merger go back even if the

transferring company has been dissolved. For obligations that have

caused by any action on behalf of the acquiring company

After the surrendering company has been dissolved but before

the Court's decision has been published in the Official Gazette

Newspapers, responding companies being acquired, or by absorption,

the company or companies being acquired and the acquiring company

jointly and severally.



In the case of a decision to approve a merger plan relating to an

cross-border merger, in addition to what is stated in Chapter 7.

paragraph 51, and in the first subparagraph of this paragraph, that

proceedings may not be instituted after the companies registration office or court

by means of a decision which has become final has given permission

to the execution of the merger plan under section 23 or 24.

Law (2008:12).



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies



53 § in addition to that specified in § 16 and 43, in a

public limited companies whose shares are admitted to trading on a

regulated market or an equivalent market outside the

The European economic area, the merger plan with

attached documents be made available to the shareholders at

the company's website for at least one month before the general meeting of shareholders

where the question of approval of the plan should be treated and the date of

the annual general meeting. Law (2010:1516).



24. Division of public limited companies



What the Division does



§ 1 a limited liability company can be shared by the company's assets and

liabilities assumed by one or more other companies against

consideration to the shareholders of the company being acquired (sharing).



Sharing can be done by



1. the acquiring company of all the assets and liabilities

taken over by two or more other companies, in which case the transferring

the company, on being dissolved without going into liquidation,



2. part of the merged company's assets and liabilities

taken over by one or more other companies without the transferring

the company is dissolved.



Acquiring company may be already formed a limited liability company, or

limited liability company formed by the split.



The share consideration



section 2 of the consideration to the shareholders of the acquired company

(the demerger payment) will consist of shares in the

acquiring companies or by money. More than half of

the total value of the consideration shall be represented by shares.

Law (2008:805).



The participating companies ' accounting currency



paragraph 3 of the Partition may be made only if the transferring and acquiring company

have the same accounting currency.



Sharing when the merged company has gone into liquidation



section 4 of the Division may be made even if the merged company has gone in

liquidation, provided that the parcel of the company's

assets have not begun.



When sharing the second subparagraph under section 1, the liquidator or liquidators,

When a partition plan drawn up under section 7, leave

final account of their management. When the Division has

become applicable in the company final accounts shall be submitted

at a general meeting. For the final accounts and its review

applies in General as provided for in chapter 25. 40 section.



The liquidation shall, in the cases referred to in the second subparagraph,

is considered completed when notification of a Division under section 27 has

registered.



Acquiring corporate liability



§ 5 If pursuant to Division a debt owed by the

company being acquired by the Division shall be transferred to a

acquiring company, answers the latter company after Division

for the debt without any limit. Can the takeover

the company does not pay the debt, the other takeover

the companies jointly and severally liable for the debt, but not more than an amount

for each company, corresponding to the fair value of the

net assets assigned to the company at the time of the split. At

sharing as 1 paragraph 2 corresponds, moreover, the

merged company, up to an amount corresponding to

the real value of what has been retained by the company in

the split.



If a debt owed by the company being acquired are not dealt with in

Division, the acquiring companies or, at

sharing as 1 section 2, the takeover

companies and the surrendering company for liability jointly and severally and

without limitation.



Specific right holders ' position



section 6 of the Holders of warrants, convertible bonds or other

securities with special rights in the merged company

in the acquiring company shall have at least the equivalent rights

in the merged company. However, this does not apply if the

Division has the right to have their securities redeemed by

acquiring company.



Establishment of partition plan



section 7 of the Board of the company being acquired and the

acquiring companies should establish a common, dated

partition plan according to the provisions of §§ 8 to 15. The plan shall

signed by the Board of Directors of each of the companies.



If they takeover companies or any of them shall be formed in the

connection with the split, forming the Division memorandum.



Sharing the contents of the



section 8 of the draft terms of Division shall, for each company listed



1. company name, company category, registration number and the place where the

the Board of Directors shall have its registered office,



2. a detailed description of the assets and liabilities

shall be transmitted to each of the acquiring companies

or, in the case of sharing as 1 paragraph 2, be retained by the

merged company with details of assets and liabilities

real value,



3. the number of shares in the acquiring company shall be submitted for

a specified number of shares of the company being acquired and the

cash compensation to be provided as the share consideration,



4. the time and the other conditions which apply for

the disclosure of the demerger payment,



5. the date from which and the conditions under which the shares

provided that the share consideration entails the right to dividends in

acquiring company,



6. the planned date for the dissolution of the transferor

the company, though this should be dissolved,



7. what rights in the acquiring company shall be

holders of shares, warrants, convertible bonds and other

securities with special rights in the merged company

or what actions that otherwise would be carried out for the benefit of

those holders,



8. fees and other special benefit which, by reason of

the Division shall be submitted to a Board member or a

the Chief Executive Officer of transferring or acquiring company

or an auditor who performs the review under section 13,



9. If any other means shall be given special rights

or benefits of acquiring company, formed in connection with the

Division, and



10. the costs of sharing and how these are to be broken down to

participating company.



section 9 If a written agreement is drawn up in respect of such a

provision referred to in section 8, 9 or 10, the contract or a

copy of the contract attached to the Division, or in the

Division made a reference to the agreement stating

the place where it is available for the shareholders.

The contents of an oral agreement shall in its entirety be taken up in

Division.



section 10 If an acquiring company to be formed in connection with the

the Division, the Division shall include



1. the articles of Association of the acquiring company, and



2. full name, social security number or, if there is none,

date of birth and postal address for Board member and, in

where applicable, to the Auditors, Deputy Director,

Deputy auditor and lay Auditors. Law (2010:834).



section 11 of the draft terms of Division shall be a statement of the

circumstances that might be of importance for the assessment of

the share's fitness for the companies. Of the statement, the

indicate how the demerger payment has been determined and what legal

and economic views have been taken into account. Special

difficulty to estimate the value of the property shall be observed.



The Board of Directors of the company being acquired shall inform the Board of Directors

in the acquiring company, which has not held a general meeting pursuant to

section 17, if significant changes in the company being acquired

assets and liabilities which have occurred after the

Division was established.



Supplementary information



paragraph 12 of The draft terms of Division shall be accompanied by a copy of the corporations


annual reports for the last three financial years.



If the Division is established later than six months after

the end of the last financial year for which the annual report

and the audit report was submitted, it shall proceed to

the plan annexed a statement with such content as are set out in 23

Cape. the second and third paragraphs of section 10. The information contained in the

the statement must relate to the period from the end of the said

fiscal year to a day that is not earlier than three months

before Division is established.



The second paragraph does not apply if the company has provided a

interim report according to Chapter 9. annual accounts Act (1995:1554)

and joins a copy of it to the Division. The interim report

must cover a period of six months immediately after

the end of the last financial year for which the annual report

and the audit report was submitted. Law (2011:1046).



Auditor's review of the draft terms of Division



section 13 for each of the participating companies shall

Division are reviewed by one or more auditors.

The review should be as extensive and detailed as good

audit standards require. For each company, auditor or

the Auditors shall draw up an opinion on the review. By

the opinions shall indicate whether the demerger payment and

the basics of its distribution is determined on an objective and

the correct way. It should also be specified which methods

that have been used in the valuation of assets and

liabilities, the results of the valuation methods applied and

their appropriateness and the importance that has been given to them by the

comprehensive assessment of the value of each of the companies.

Particular difficulty to estimate the value of the property shall

It should be noted.



In the opinions, in particular,



1. for all kinds of sharing: If the auditors at their

Audit has found that the split pose a danger to

creditors of the acquiring company should not get their

claims paid,



2. when sharing an acquiring company are formed:

If the part of the merged company to be taken over by the

the newly formed company has a fair value for this company

at least equivalent to its capital stock, and



3. for sharing as 1 section 2: If after

the Division is still full coverage for the own

the capital of the transferring company.



If all the shareholders of the companies involved in a Division have

consented to it, the review and the opinions are limited

to the circumstances referred to in the second subparagraph.



The Auditors ' opinions shall be annexed to the draft terms of Division.

Regulation (2008:1238).



section 14 For an auditor to carry out audits in accordance with paragraph 13 of the terms of

the provisions of Chapter 23. section 12.



section 15 of the Management Board, the Executive Director and the accountant in a

companies participating in Division shall provide each auditor

performing the review in accordance with section 13, the opportunity to execute

the review of the extent to which it considers to be necessary.

They shall also provide the information and assistance as requested.

The same obligation is an accountant who performs the review according to

section 13 against other such Auditors.



Registration of Division



section 16 within a month from the preparation of the draft terms of Division shall

the merged company submit the plan with attached documents

to the companies Registration Office for registration in the companies registry.

A statement of registration shall, pursuant to Chapter 27. section 3 be published. If

plan is published in its entirety, it shall, in the notice

be left where it is available.



The first paragraph does not apply when sharing, where all participating

companies are private limited company and all the shareholders of the companies

signed Division.



When sharing plan shall be submitted to the general meeting of shareholders



section 17 of the draft terms of Division must be submitted to the general meeting of the

merged company.



If the owner of at least five per cent of all the shares in a

acquiring company so requests, the Division submitted to the

even the annual general meeting of the acquiring company. Such a request

shall be made within two weeks from the task of

Division has been registered has been published pursuant to Chapter 27.

section 3.



The meeting may be held no sooner than one month, or, if all the companies

involved in the Division's private company, at the earliest two

weeks after the indication of the plan's registration has

Proclamation.



The first subparagraph shall not apply if the acquiring company owns all

shares in the merged company.



First-third paragraphs do not apply when sharing, where all

participating companies are private limited company and all the shareholders in

the companies have signed Division. Law (2011:1046).



Provision of Division, etc.



section 18 If a question about approval of the partition plan under section 17 of the

shall be submitted to the general meeting, the following applies.



The Board shall keep the plan with attached documents available

for shareholders for at least a month, or, if all the companies

involved in the Division's private company, at least two weeks

before the general meeting at which the question should be treated. Documents

should be available from the company at the place where the Board of Directors

has its registered office. Copies of the documents shall immediately and without

cost for the receiver sent to those shareholders who request it

and provide their mailing address.



Provided that the documents are made available on

the company's Web site, the Management Board may, notwithstanding the second paragraph, choose

between to keep them available from the company and to send

copies of them to shareholders.



If there have been significant changes in the transferring

company's assets and liabilities after the Division

established, the Board of Directors shall disclose this on

the general meeting before the question of approval of the draft terms of Division

is determined.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area,

section 31. Law (2011:1046).



18 a of If a question about approval of a partition plan did not

subject to the general meeting pursuant to section 17, fourth paragraph, shall

the Board of the acquiring company holding Division with

annexed documents available to shareholders for at least a

month, or if all the companies involved in a Division is

private limited companies, at least two weeks from the task of

the plan has been registered has been published. In terms of how

the documents shall be kept available terms of section 18 of the other and

third subparagraphs. Law (2011:1046).



Simplified sharing



18 (b) § If the acquiring company of all the assets and

liabilities assumed by two or more companies formed by

the share and the shares of the acquiring companies awarded

shareholders of the company being acquired in relation to their

proportion of the share capital, shall not apply to the following provisions:



-section 11 on the Board report,



-12 section on supplementary information, and



-the fourth subparagraph of section 18 of the Board's disclosure.



In addition, the Auditors ' review, and opinions on

Division is limited to the circumstances set out in

paragraph 13 of the second paragraph. Law (2011:1046).



Majority requirements, etc.



section 19 of The AGM decision on approval of the draft terms of Division are

valid only if it has been advised by shareholders with at least two

thirds of the votes cast and the shares are

represented at the meeting.



If there are multiple classes of shares in the company, as required by

in the first subparagraph shall also apply in respect of each share class which is

represented at the meeting.



If the surrendering company is a public limited company and any

of the acquiring companies is a private limited company, it is

public limited liability company's decision on approval of the draft terms of Division

valid only if it has been advised by all shareholders who

present at the meeting and these together

representing at least nine tenths of all shares in the company.

The same applies if the surrendering company is a publicly traded

joint-stock companies whose shares are admitted to trading on a regulated

market or an equivalent market outside the European

economic area and sharing a consideration should

left shares at the time of the consideration must be disclosed

not admitted to trading on such a market.



Decisions on approval of the draft terms of Division in the transferring

the company's shares held by one of the takeover

companies or by another company in the same group as one of the

the acquiring companies should not be taken into account. With the Group equated in

this context, another group of similar kind.

Law (2008:805).



section 20 of the General meetings which shall approve

Division does not approve the plan in its entirety, fall

the issue of sharing.



The secret to the company's known creditors



section 21 When sharing plan has taken effect in all companies

involved in the Division, each of them in writing

notify its known creditors of the decision. Notifications

shall indicate that the company intends to claim

permission to execute the Division as well as an indication of

creditors ' right to object to the plan are implemented.



Creditors of the acquiring company does not need to

be informed, if the Auditors in response to the Division has

stated that they would not have found that sharing carries with it a danger

for these creditors. Nor need notification sent

to creditors whose claims relating to a claim for remuneration,

pension or other compensation covered by the wage guarantee

According to the wage guarantee Act (1992:497).



Application for authorization to the effect of Division



section 22 of the transferring company shall apply for an authorisation to

the effect of Division. The application shall be made in


The companies registration office. It must be lodged within one month of

Division has taken effect in all the companies and, if

Division has been registered under section 16, the last two years

After indicating that the plan has been registered has

Proclamation.



The following documents shall be annexed to the application:



1. a copy of the draft terms of Division;



2. certificate from the companies ' boards of directors or managing directors

If the companies ' known creditors has been notified in accordance with paragraph 21 of the

and, in the case referred to in paragraph 16, that all

shareholders have signed up to the Division, and



3. where applicable, a copy of the minutes of the

General meeting referred to in section 17.



If the applicant does not have enclosed the documents referred to in the second

subparagraph, shall submit to the Office to remedy

the shortage. If the applicant fails to do so, the application shall be rejected.



section 23 of the Swedish companies registration office shall refuse an application under section 22,



1. for all kinds of sharing: If the Division does not have

approved properly or whose content is contrary to

the law or the articles of Association,



2. for all kinds of sharing: If the partition has been banned

under the Competition Act (2008:579) or pursuant to Council

Regulation (EC) No 139/2004 of 20 January 2004 on the control

of concentrations between undertakings or for a review of the partition is in progress

under the competition act or the said regulation,



3. when sharing an acquiring company are formed:

If revisorsyttrandena according to section 13 does not indicate that the part of the

the merged company to be taken over by the newly formed

the company has a fair value for this company amounts to

at least its share capital,



4. for sharing as 1 section 2: about

revisorsyttrandena under section 13 does not indicate that the transferring

the company has full coverage of the linked equity.



If the application is rejected on the ground that the trial

under the competition act or pursuant to Council Regulation (EC) no

139/2004 and the trial is likely to be completed within a short period of time,

get the Swedish companies registration office to explain the licensing issue dormant for up to

six months. Law (2008:603).



Calling on the companies ' creditors



section 24 if the Office finds that there is no obstacle to

an application under section 22, the Administration call the companies ' creditors.

The work shall not, however, call



1. the creditors of the acquiring company if the Auditors opinion

of sharing plan under section 13 has stated that they do not have

found that the split poses any danger to those creditors,



2. creditors whose claims relating to a claim for wages, salaries, pensions

or other compensation covered by the wage guarantee pursuant to

the wage guarantee Act (1992:497).



The notice shall include the procedure for those who wish to oppose

last day to request in writing to report this.

The notice shall contain a statement that the he or she

otherwise, be deemed to have accepted the application.



Bolagsverket should expeditiously announce the convocation in the postal and

Home Magazines. The work should also send a special

the notification of the summons to the Swedish tax agency.

Law (2008:12).



When the Swedish companies registration office shall give permission to the President of

Division



section 25 unless any of the creditors who have been called

According to section 24, opposes the application within the prescribed period, shall

Bolagsverket give companies about to execute

Division. Oppose any creditor application, the

the work, submit the case to the District Court of the place where the

the Board of Directors of the company being acquired shall have its seat.



When the General Court shall give permission to the President of

Division



section 26 If a case for permission to the President of

partition plan has been submitted to the Court pursuant to section 25,

authorization shall be given, if it is shown that the creditors who have

opposed the application has received payment in full or has

adequate security for their claims. In other cases,

the application is rejected.



The registration of the share



paragraph 27 of the boards of the take-over companies to jointly

notify the Division of registration in the companies registry. For

companies that previously entered in the companies register,

the notification also include share capital increase. If

the company, created in conjunction with the Division, shall, in the notification

also specify the designated Board members,

where applicable, auditors and lay Auditors

the company.



Notification replaces the artwork of shares and shall be made at the latest

two months from Bolagsverket's condition to enforcement

of the draft terms of Division or, if permission has been granted by the General

Court, from the decision of the Court of Justice has

force. The notification shall be accompanied by a certificate from an authorized

or approved auditor if the company being acquired

assets have been handed over to the acquiring company in accordance

with what is specified in the draft terms of Division. Law (2010:834).



The share's legal effects



section 28 When a notification of Division according to section 27 be registered,

entering the following consequences.



1. The transferor company's assets and liabilities, with the exception

for claims for damages according to chapter 29. 1-3 of which are connected

with the share passes to the acquiring companies in

accordance with what is specified in the draft terms of Division.



2. the Shareholders of the company being acquired become shareholders of the

acquiring company.

3. Transferring company, which shall be dissolved through the Division, is

dissolved.



4. Acquiring company, which will be formed by the partition, it is considered

formed.



Notwithstanding the first subparagraph, the owner of at least one

tenth of all shares in the transferor company which has been dissolved

by sharing request with the Board of Directors to the general meeting of shareholders will be held

for the treatment of the case of actions under Chapter 29. 7 §. In this case,

to Chapter 7. section 17, second subparagraph, shall apply. If such an action

brought, the 25 Cape. 44 section, mutatis mutandis. Law (2008:805).

The issue of sharing falls



section 29 of the companies registration office shall declare the issue of sharing is

fallen, if



1. the application referred to in section 22 for permission to execute

sharing plan has not been made within the prescribed period or a

such an application is refused by a decision which has become final

power,



2. the notification under section 27 has not been made within the prescribed time,

or



3. Companies registration office by decision which has become final has

written off a case if the registration under section 27 or has

refused registration.



The invalidity



section 30 of the action for annulment of a decision of the general meeting of

approval of the partition plan shall, in the cases referred to in Chapter 7.

paragraph 51 be instituted within six months from the decision. Brought

not an action within that period, the right to bring an action.



If the Court in a judgment or decision that has become final

Kraft has agreed an action for annulment of a decision of the meeting

to accept a partition plan, the Division go back even

If the merged company has been dissolved. For obligations

incurred by any action on behalf of the acquiring company

After the surrendering company has been dissolved but before

the Court's decision has been published in the Official Gazette

Newspapers, the company being acquired and the acquiring

the companies jointly and severally.



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies



section 31, in addition to those mentioned in section 18, in a publicly traded corporation,

whose shares are admitted to trading on a regulated market

or an equivalent market outside the European economic

area, Division with attached documents held

available to shareholders on the company's website for at least

one month before the general meeting at which the question of approval of

the plan shall be dealt with and the date of the meeting. Law (2010:1516).



25 Cape. Liquidation and bankruptcy



Voluntary liquidation



The general meeting's decision on liquidation



§ 1 the general meeting may decide that it shall go in

liquidation.



Majority requirement



paragraph 2 of the decision of the general meeting if the liquidation is valid, if

It has been advised by shareholders with more than half of the votes

the votes. In the event of a tie, the President has the casting vote.



The first subparagraph shall not apply, unless otherwise provided in the

the articles of Association. Even if the articles of Association provides for

qualified majority voting for decisions on winding-up, however,

such a decision with such majority referred to in the first

paragraph, when there are grounds for an order for compulsory winding-up according to 11,

12 or section 17.



Proposal for a decision



section 3 Of the general meeting shall examine the question of liquidation,

the Board of directors or, if the motion is brought by someone else,

the proposer shall draw up a proposal for a decision.



In the draft decision, the following shall be specified:



1. the reasons for the company to go into liquidation, and which

alternatives to liquidation,



2. from the date of the decision on liquidation proposed,



3. the expected time of shift,



4. skifteslikvidens estimated size, and



5. where appropriate, who proposed to the liquidator.



section 4 If the question of liquidation shall not be treated in the

the annual general meeting, the following documents shall be annexed to the proposal

According to section 3:



1. a copy of the annual report which contains the last

balance the profit and loss account, provided with a

Note If the decision of the general meeting of the company's profit or

loss,



2. a copy of the audit report for the year in the annual report

regards,



3. a statement signed by the Board, for the events of

essential to the company's position that has occurred

After the filing of the annual accounts, as well as



4. the opinion of the statement referred to in (3),

signed by the company's auditor.




4 a section/entry into force: 2016-02-01/

If the Board of Directors of a company governed by the law (2015:1016) if resolution receives or prepares a proposal for a formal decision about liquidation under section 3 or 4, the Board shall notify the national debt and the financial supervision authority on the proposal.



If the company is placed in the resolution or the Swedish national debt Office informs the Board that the company should be put in the resolution, notice of a general meeting where the issue of liquidation of the company shall be considered not to be issued.

Law (2015:1030).



The convening notice content



paragraph 5 of the notice of the general meeting shall state the main

the content of the proposal for a decision on liquidation.



Provision of the proposal for a decision



section 6 of the Board shall keep the proposal in accordance with paragraph 3, if any

case together with the documents referred to in paragraph 4,

available for shareholders for at least two weeks almost

before the general meeting at which the question of liquidation must be examined.

Copies of the documents shall immediately and at no cost to

the recipient shall be sent to the shareholders who so request and State

their postal address.



Documents to be presented at the meeting.



In the case of public limited companies whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, in terms of section 52

instead of this paragraph. Law (2010:1516).



The content of the decision of the general meeting



paragraph 7 of the decision of the general meeting on liquidation shall contain the

the information shown by paragraph 3 of the second paragraph 2 and, in

where appropriate, 5.

Registration



§ 8 the annual general meeting shall take measures in order that the decision on the

liquidation immediately notified for registration in

the companies registry.



Time when the decision on liquidation takes effect



§ 9 the general meeting's decision on liquidation effective immediately

or from the date the general meeting appoints. If

not the articles of Association provide for a later day, may day

be set later than the following the first

today. When there are grounds for an order for compulsory winding-up under 11, 12

or section 17, the decision immediately.



General information about compulsory winding up



paragraph 10 in section 11 provides for the Swedish companies registration office in certain cases

shall decide on the liquidation. For 12, 17, 21, 50 and 51 sections, see

provisions relating to public courts in some cases shall decide

If the liquidation.



Bolagsverket's and Court's decision shall be recorded in the

the companies registry.



10 a of/comes into force in: 2016-02-01/

If the company is subject to the law (2015:1016) concerning resolution, should the companies registration office or the Court shall inform the national debt and the financial supervision authority if the application or notification about liquidation.



The companies registration office or the Court may not decide on liquidation, of the Swedish national debt Office has announced that the company is or should be in the resolution. Law (2015:1030).



Compulsory winding up due to Corporate decisions



section 11 of the companies registration office shall decide that the company should go in

liquidation, if



1. the company is not in the prescribed manner have come in with the notification

to the companies registration office if such a competent Board of Directors, Executive

Director, special service recipients or auditor shall

be in accordance with this Act,



2. the company not to the companies Registration Office has come in with

the annual report and Auditor's report in accordance with Chapter 8. paragraph 3 of the first

subparagraph annual accounts Act (1995:1554) or, as the

cases, consolidated financial statements and the auditor's report in accordance with

Chapter 8. paragraph 16 of the same law in eleven months of fiscal

output,



3. after the decision that the share capital shall be

particularly in dollars instead of euros have a registered

share capital or capital requirements that are not in

compliance with Chapter 1. section 5 or, in the case of public

joint-stock company, section 14 and the company within six months of the

the decision had the effect has notified the relevant decisions concerning the amendment of the

the articles of Association and on the increase of the share capital of

registration, or



4. the company due to the provisions in chapter 19. 6 or section 16 is

required to reduce the share capital of an amount

is less than the minimum share capital pursuant to Chapter 1. paragraph 5 of the

or, in the case of public limited companies, section 14.



Winding-up order shall, however, be granted if

winding-up the Foundation has ceased during handling of

The companies registration office and the fee imposed on under section 26 has

paid.



A question about winding up referred to in the first subparagraph shall be reviewed by the

Bolagsverket, ex officio or at the request of the Board, a

Member of the Board of Directors, the Executive Director, a shareholder,

a creditor or, in the case referred to in the first subparagraph 1,

someone else whose right is dependent upon the presence of someone who

can represent the company.



The decision on liquidation effective immediately.



Compulsory liquidation because of the provision in the articles of Association



section 12 of the General Court shall decide that the company should go in

liquidation, according to the articles of Association of the company is required to

go into liquidation.



A question of liquidation within the meaning of the first subparagraph is taken up by

the District Court of registration of the companies registration office or at the request of

the Board of Directors, a member of the Board of Directors, the Executive Director

or a shareholder.



The decision on liquidation effective immediately.



Compulsory winding up due to lack of capital, etc.



Obligation to establish control balance sheet



section 13 the Board shall immediately draw up and let the company auditor

review a control balance sheet



1. when there are grounds to believe that the company's shareholders ' equity,

calculated in accordance with section 14, less than half of the registered

share capital, or



2. When enforcement under Chapter 4. the enforcement code

turns out that the company has no assets to the payment in full

of seizure claim. Law (2007:317).



Control the content of the balance sheet



section 14 of The control balance sheet shall be drawn up in accordance with applicable

law on annual accounts. In the calculation of the own capital

size, the following adjustments must be made.



1. Assets may be taken up to a higher value and provisions

and liabilities are up to a lower value than in the ordinary

General Ledger, if the valuation principles used in

establishment of control balance sheet are in accordance with good

accounting practice. Pension obligations that, according to paragraph 8(a) of the Act

(1967:531) if securing the pension commitment, etc. have

recorded in a subitem under the heading provisions for

pensions and similar obligations should not, however, be

lower amount than what is permitted under section 7 of the same law.



2. Assets may be carried at net realisable value.



3. Liabilities due to state aid in respect of which

the repayment obligation is dependent on the company's financial

position does not need to be accounted for, whether the aid, in the event of

bankruptcy or winding up, shall be paid back only after

other liabilities have been paid.



Untaxed reserves will be divided up on equity and

deferred tax liability.



Adjustments referred to in the first and second subparagraphs shall be reported

in particular.



Control the balance sheet shall be signed by the Board of Directors.



First meeting



section 15 on checking the balance sheet of the company's own

the capital is less than half of the registered share capital,

the Management Board shall, as soon as possible issue a notice of a

General meeting of shareholders which shall determine whether the company shall go into liquidation

(first meeting). In the case of decision making and

notice, the provisions of paragraphs 3 to 6 shall apply.



Control the balance sheet and a statement of the auditor of the

to be presented at the meeting.



Other meeting



section 16 If the balance sheet presented at the

first meeting did not indicate that equity,

calculated in accordance with section 14, at the time of the meeting amounted to at least

the registered share capital and shareholders ' meeting has not been decided

the company shall go into liquidation, the general meeting within

eight months from the first meeting on the new test

the question of whether the company shall go into liquidation (other

meeting). In the case of decision making and the notice shall

the provisions of paragraphs 3 to 6 shall apply.



The Board shall for the second meeting to establish a new

control balance sheet under section 14 and let the company auditor

review it. The new balance sheet and an opinion

by the company's auditor over this will be presented at the meeting.



Decision on compulsory winding up



section 17 of the General Court shall decide that the company should go in

liquidation, if



1. any second meeting is not held within the time specified

in paragraph 16, or



2. the control balance sheet presented at the second

meeting has not been reviewed by the company's auditor or

not indicate that equity, calculated in accordance with section 14, at

the time of the meeting amounted to at least the registered

share capital and shareholders ' meeting has not decided to give the company

go into liquidation.



In the cases referred to in the first subparagraph shall apply to the Board

the District Court if the decision on liquidation. The application shall be made

within two weeks from the second meeting, or, if a

such has not been held, from the time point at which the last would

have been held. The question of liquidation can also be tested on application by

a member of the Board of Directors, the Executive Director, an accountant in

company or a shareholder.



Decision on liquidation shall not be notified, if during

handling at the District Court appears to a

control balance sheet showing that the company's shareholders ' equity,

calculated in accordance with paragraph 14, is equal to or exceeds the registered

the share capital has been reviewed by the company's auditor and presented

at a general meeting.



The decision on liquidation effective immediately.




Personal liability for the company's representatives



section 18 If the Board has failed to



1. in accordance with paragraph 13 of the establishment and let the company auditor

review a control balance sheet under section 14,



2. in accordance with section 15 to convene a first meeting,

or



3. in accordance with section 17, apply to the District Court that the company

shall go into liquidation,



responsible Board members jointly and severally liable for the obligations

incurred by the company during the time that the failure

made up.



The one with knowledge of the Board's failure to act on

behalf of the company is responsible jointly and severally with the members of the Board of

the obligations thus incurred for company.



In accordance with the first and second paragraphs do not apply to the

that shows that he or she has not been negligent.



In the cases referred to in section 13 1 applies the responsibility referred to in the first

paragraph 1 only if the company's shareholders ' equity, calculated according to the

section 14, less than half of the company's registered share capital

at the time of the Board's obligation to establish

control balance sheet occurred. Responsibility does not apply if the company's

equity had risen above this limit after the specified

the balance sheet date but before the last control would be

revision date.



Personal liability of shareholders



section 19 of a shareholder who, knowing that the company is obliged

to go into liquidation under section 17 of the first subparagraph is participating in a

decisions to continue the company's operations stand

with those who will respond according to section 18 of the obligations

arise for the company after the date referred to in section 17 of the other

paragraph.



The end of the period of responsibility



20 § in accordance with sections 18 and 19 do not include obligations

arising since



1. an application under section 17 of the second subparagraph has been made,



2. a control balance sheet showing that the company's own

capital, calculated according to section 14, amounts to the registered

the share capital has been reviewed by the company's auditor and presented

at the general meeting, or



3. the general meeting, companies registration office or a court has decided on

liquidation.



Termination of the personal liability



20 a of Responsibility pursuant to paragraphs 18 and 19 will be discontinued, unless an action

If such liability is brought within three years from the onset of the

obligation to which the liability relates or within one year from the

that obligation last would have completed.



The first subparagraph shall not apply to the recourse liability which may arise

by someone who is liable to fulfil more than their

share of the obligations which are liable

for.



Limitation Ordinance (1981:130) does not apply to the liability under

18 and 19 sections, except in the case referred to in the second subparagraph.

Team (2013:143).



Compulsory liquidation and redemption on the basis of majority abuse



Liquidation



section 21 Of a shareholder by abusing its influence in

the company has been intentionally contributed to a violation of this

law, applicable law if the annual report or articles of Association,

can public court on an action by the owner of a tenth of

all shares shall decide that the company is being wound up, if

There are specific reasons to it because of its

the user or any other reason.



If a shareholder, then an action referred to in the first subparagraph have

brought, for his part, revoke the action, other shareholders

have brought an action to pursue this.



Redemption of shares



section 22 in the case referred to in paragraph 21, the Court may at the request of

the company instead of deciding on the liquidation order the company

to the plaintiff within specified time redeem shares. If the company does not

redeem shares within the time that the Court has held,

the Court in the action of the shares would have been redeemed

decide that the company be put into liquidation.



When the Court hears its claim, it shall pay particular

account of the employees ' and creditors ' interests. Redemption

may not take place if the company's shareholders ' equity, calculated in accordance with section 14,

After the redemption would be less than half of the registered

the share capital.



Sheriff



23 § If action is brought pursuant to section 21 and there is a palpable

risk of continued abuse significantly damage the plaintiff's right,

the Court may appoint one or more sysslomän that in the Board's

and the Executive Director's place management company

the Court's decision in the matter of liquidation has won

the force of law. The decision to appoint a sheriff shall be effective immediately.

The decision shall be recorded in the companies registry.



A decision in a matter of appearance by sheriff may be appealed

in particular. A court shall adjudicate an appeal may

decide that the contested decision should be suspended

apply. Law (2007:317).



The handling of the issues of liquidation



Dealing with the companies Registration Office



section 24, in a case under section 11, the Swedish companies registration office submit to the company

and shareholders and creditors who wish to speak on the matter to

come in with a written opinion or demand

documents to the Office within a certain period of time. The injunction shall

be notified to the company, if it can be done in any way other than according to 38 and

47 – 51 sections method law (2010:1932). The Swedish companies registration office shall promulgate

the order in the Gazette at least one month before

the expiration of the time limit. Law (2010:1977).



Handling of general courts



section 25 in a case under section 12 or 17, the Court shall order the

the company and the shareholders and creditors that would be heard in

the case to submit a written opinion to the Court

within a certain period of time. The order shall be served on the company, if it can

be made otherwise than in accordance with 38 and 47 to 51 sections method law

(2010:1932). The Court should announce the injunction in the postal and

Gazette at least one month before the end of the exposed

the time. Law (2010:1977).



Fee



section 26 Of the companies registration office proactively notifies the company a

winding-up order which is based on section 11, first subparagraph

1, the company shall be obliged to pay a special fee for

the costs of winding-up matter.



The company may be required to pay a fee referred to in the first

subparagraph only if the companies Registration Office at least six weeks before

the injunction was issued has sent a reminder to the company

on its last notified e-mail address about the lack

injunction. The reminder shall contain a statement

that the company may be required to pay a fee if the deficiency

are not remedied.



If it comes up in the winding-up matter that there was no

basis for compulsory liquidation when the injunction was issued, shall

charging decision should be repealed.



The Government may provide for the amount.



section 27 of the company shall be exempted from the fee according to section 26 of the

omission which gave rise to the charge appears to be excusable

having regard to the circumstances in which the company has not been able to advise

over. The company shall also be exempt from the fee if it is

which obviously unreasonable to take it out.



The provisions for exemption from the fee shall be taken into account even if

any claim for this have not been made, if it is due

of what has occurred in the case.



If a fee has not been paid after due notice, shall

the fee is payable for the recovery. The Government may provide that

the collection does not need to be requested for small amounts.



Provisions of the Recovery Act (1993:891) if

recovery of State assets, etc. for the recovery,

enforcement under the enforcement code occur.



The decision to appoint or remove a liquidator



The decision to appoint a liquidator



section 28 a court shall appoint one or more liquidators when the

decides on liquidation.



The companies registration office shall appoint one or more liquidators in



1. Agency decides on liquidation,



2. the authority has registered a winding-up order under section 8,

and



3. a company in liquidation, otherwise lacks a to

the register reported authorized liquidators.



A decision to appoint a liquidator shall be recorded.



Whoever is appointed liquidator must be appropriate to the mission.

Anyone who has been part of the company's management or by

shareholding has exerted a definite influence over the company

may be appointed as liquidator only if there are special reasons.



Decision to dismiss a liquidator



section 29 Of the liquidators requests to resign and indicate the reasons for

the liquidator shall be dismissed. A liquidator shall also

dismissed if he or she is not suitable or of any

other cause should be separated from the mission.



A liquidator dismissed by the Court or, if the liquidator has

designated by the companies registration office and requesting to be relieved, by

The companies registration office.



An application to a court to decide whether the dismissal may

be made by the companies registration office, the liquidator, a shareholder, or any

another whose right is depending of the liquidation.



Anyone who dismisses a liquidator shall immediately appoint a new one. This

does not apply if there are any other liquidator and it

not considered necessary to appoint a new liquidator in the

place was dismissed.



The implementation of the liquidation



The liquidator's position



section 30 of the liquidators shall enter into the Board of Directors and the Executive

the Director's place and is mandated to implement the

the liquidation. The provisions relating to the Board of Directors and

Board members in this Act, with the exception of Chapter 8. section 9,

and in applicable law if the annual report is also valid in the case of

the liquidator, subject to the provisions of this chapter.



If the general meeting has decided that the company should go in

liquidation, represented the company by the Board and, in

where appropriate, the Executive Director until

a liquidator has been appointed. Law (2014:539).



Audit and other review during liquidation



section 31 of the mission to be an accountant, lay auditor or special


Examiners will not end by the company going into liquidation.

The provisions of Chapter 9 and 10. shall apply for

the liquidation.



The auditor shall audit the story say whether

the liquidation is delayed unnecessarily.



The general meeting's position during liquidation



section 32 the provisions of this law also applies if the general meeting

during the liquidation, subject to the provisions of

the purpose of this chapter or of the liquidation.



Accounting for time before the liquidator appointed



33 § when the company has gone into liquidation and liquidators

has been appointed to the Management Board and the Executive Director

immediately report their management of the company's Affairs

during the time of the accounting documents not previously

presented at the general meeting. Financial statements shall be drawn up

under applicable law if the annual report and audited by

the company's auditor in accordance with the provisions relating to revision of Chapter 9.

This law. Report and the Auditors ' report shall be

presented at the general meeting as soon as possible. The provisions of the

Chapter 7. 11 section 3 and section 25 of the meeting's treatment of the issue of

discharge and on the provision of documents for

the meeting shall be applied.



About the time that accounts should refer to also include

the previous fiscal year, it established a special

report for the year and, if the company is a parent company

who is required to prepare consolidated accounts, a special

the consolidated financial statements. Law (2010:834).



Calling on unknown creditors



section 34 the liquidator shall as soon as possible after he or she has

a party requesting a summons on the company's unknown creditors

According to the law (1981:131) about calling on unknown creditors.



The dismantling of the movement



section 35 as soon as it can be done, the liquidator shall, by sale

at public auction or in any other appropriate way transform

the company's assets to money, to the extent necessary for the

liquidation, and pay the company's debts. The company's operating

may be continued, if needed for an effective settlement

or to the employees shall have a reasonable time to obtain

new employment.



Insolvency



section 36 if the company is insolvent, the liquidator shall apply to

the company is declared bankrupt.



Accounting under liquidation



37 §/expires U: 2016-01-01/

The liquidator shall, for each fiscal year establish a

annual report, to be presented at the annual meeting. In the case of

AGM and accounts, the following provisions do not

applied:



Chapter 7. 11 § 2 of this Act,



Chapter 2. Article 1, second paragraph, Chapter 5. sections 18 to 25, Chapter 6. 2 and 5 sections

annual accounts Act (1995:1554),



Chapter 5. 2 § 3 and Chapter 6. section 3 of the Act (1995:1559) for annual report

for credit institutions and securities companies, as well as



Chapter 5. section 2 of the 8 and 9 and 6 chap.. 2 and 3 of the Act (1995:1560) if

annual report of the insurance companies.



In the balance sheet, the equity raised to a record.

The balance sheet shall include an indication of the share capital, in

where applicable, divided into different classes of shares.



An asset may not be higher than the calculated

NET after deduction of selling expenses. If a

Access can be calculated yield a significantly higher amount than

the value entered in the balance sheet, it is expected

the amount is specified in particular by asset record. If a debt or

winding-up cost can be calculated to require an amount

substantially different from what has been recognised as a liability, the

the estimated amount indicated at debt record.



The provisions on the consolidated financial statements and on the interim report of the

applicable law if the annual report shall not apply to companies in

liquidation. Law (2010:2071).



37 section/entry into force: 01/01/2016

The liquidator shall, for each fiscal year establish a

annual report, to be presented at the annual meeting. In the case of

AGM and accounts, the following provisions do not

applied:



Chapter 7. 11 § 2 of this Act,



Chapter 2. Article 1, second paragraph, Chapter 5. 20, 37-44, §§ 48, Chapter 6.

paragraph 2 of the first subparagraph, and paragraph 5 of the annual accounts Act

(1995:1554),

Chapter 5. 2 § 4 and Chapter 6. section 3 of the Act (1995:1559)

on the annual accounts for credit institutions and securities companies,

as well as the



Chapter 5. section 2 of the 6 and 7 and 6 chap.. 2 and 3 of the Act (1995:1560) if

annual report of the insurance companies.



In the balance sheet, the equity raised to a record.

The balance sheet shall include an indication of the share capital, in

where applicable, divided into different classes of shares.



An asset may not be higher than the calculated

NET after deduction of selling expenses. If a

Access can be calculated yield a significantly higher amount than

the value entered in the balance sheet, it is expected

the amount is specified in particular by asset record. If a debt

or liquidation cost can be calculated to require an amount

substantially different from what has been recognised as a liability, the

the estimated amount indicated at debt record.



The provisions on the consolidated financial statements and on the interim report of the

applicable law if the annual report shall not apply to companies

in liquidation. Law (2015:824).



Parcel



38 § When the notification period set out in the notice on

unknown creditors has expired and all known liabilities have

been paid, the company's liquidator shift remaining

assets. If there is a dispute over a debt or if a debt

not due for payment or for any other reason unable to

paid, the money earmarked for payment of debt and

the balance is shifted.



An action against the parcel



39 § shareholders who are unhappy with the turn of the year may bring proceedings

against the company within three months of the final account

According to section 40 of presented at general meeting.



If the shift change as a result of an action under the first paragraph,

the who has received too much funding incremental

part. On the value of the property to be refunded shall be

the recipient pay interest in accordance with paragraph 5 of the interest Act (1975:635) from

the estate was left out until the interest shall be paid

According to section 6 of the interest act because of section 3 or 4, the same team. If

There is deficiency at repayment, are the people who have

contributed to the end of the year are responsible for this as

the provisions of chapter 17. 7 §.



Final account



40 § When the Office of liquidator has completed,

the liquidator as soon as possible, leaving the final account for the

Administration through a management report relating to

winding up in its entirety. Report shall also contain

an account of the end of the year. Along with the report shall

submitted accounting documents for the entire liquidation period.



The narrative and accounting documents shall be submitted to the

the company's auditor. The auditor shall, within one month, then leave

an audit report of final accounts and management

during the liquidation.



When the audit report was submitted to the liquidator, shall

He or she shall forthwith summon shareholders to a general meeting of

review of final accounts. The annual report with

the attached financial statements and the Auditors ' report shall

for at least two weeks before the general meeting shall be made available

at the company for shareholders. Copies of the documents shall

immediately and at no cost to the recipient shall be sent to the

shareholders who so request and provide their mailing address.

The documents must be presented at the meeting.



The general meeting shall adopt a decision concerning the discharge in respect of the

the liquidator. In the case of the decision applies the provisions of Chapter 7.

paragraph. Law (2007:317).



The company's dissolution



section 41 If the liquidator has submitted final accounts, are

the company dissolved. The liquidator shall forthwith report it to

registration in the companies registry. Copies of the documents

as indicated in paragraph 40 shall be attached to the notification.



Limitation of rights to assets



42 § a shareholder who does not within five years after the

final report was presented to the general meeting for the

to lift what he or she has received at the end of the year, loses its

right to share in the assets shifted. With the application of

section 44, the remaining assets are shifted between the company's

other shareholders. If the assets are of insignificant value,

The Swedish companies Registration Office on notification by the liquidator may decide to

the assets shall accrue to the Swedish Inheritance Fund.

Law (2011:899).



Action for damages



43 § notwithstanding section 41, the owner of one tenth of the

all of the shares of the liquidator may request the general meeting of

treatment of a case of an action for damages to the company

According to chapter 29. 1-3 sections. In that case, the provision in Chapter 7.

section 17, second subparagraph, shall apply.



Continued liquidation



44 section About a access emerges for the company after its

resolution pursuant to § 41 or if proceedings are instituted against the company or

the other reasons raised the need for a liquidation operation,

should the liquidation continued.



The liquidator shall forthwith notify the continued liquidation of

registration in the companies registry. Notice of the first

the general meeting of shareholders after the resumption shall take place in accordance with

the articles of Association. In addition, the written notice shall be sent to the

any shareholders whose mailing address is registered in the share register or

otherwise known to the company.



If the asset referred to in the first subparagraph is of insignificant

value, companies Registration Office on notification by the liquidator may decide to

access instead should accrue to the Swedish Inheritance Fund.

Law (2011:899).



Termination of liquidation



section 45 if the company has gone into liquidation because of

the decision of the general meeting or, in the cases referred to in section 17 and

paragraph 51, due to court decisions, the general meeting


Since the company's auditor has delivered an opinion, decide that liquidation

shall cease and the company's operations are resumed. Such a

decisions should not be taken, if



1. There is a basis for an order for compulsory winding-up under section 11 or 12;



2. the company's equity, calculated in accordance with paragraph 14, according to

Auditor's opinion does not amount to the registered

share capital, or



3. distribution has taken place.



When the General Meeting decides that the liquidation shall cease,

It shall at the same time select Board.



The liquidator shall ensure that the decision on liquidation

shall cease and the election of the Board of Directors immediately notified of

registration in the companies registry. The decision shall not

take effect until it has been registered.



§ 46 If a winding up order that has gone in enforcement

has been revoked by a court judgement or decision

become final, the liquidator shall forthwith report it to

registration in the companies register as well as if the repealed

the winding up order is such a meaning of 11, 12, 17, or

section 21, call a general meeting for the election of Directors.

Act (2005:812).



47 § When liquidation has been terminated under section 45 or 46, shall

section 40 shall apply. Copies of the documents referred to in section 40 of the third

subparagraph shall be filed with the companies registration office.



Bankruptcy



Registration



48 § decision on bankruptcy and reorganisation decisions

shall be recorded in the companies registry.



Representatives of the company in its capacity as an undischarged bankrupt



49 section during the bankruptcy proceeding, represented the company as bankrupt by

the Board of Directors and Managing Director or the liquidators

that existed at the start of a bankruptcy. The provisions of this law concerning

the right to resign if the dismissal and if replacement case

However, even during the bankruptcy.



The company's dissolution after bankruptcy



50 § if the company is bankrupt and this terminated without

surplus, the company is dissolved when the bankruptcy ends. Are there

after final bankruptcy assets not covered by

bankruptcy or brought an action against the company, or arises from it by

other reason need a liquidation action, the Court

at the request of the concerned decide on liquidation. Such a

decision shall be effective immediately. Notice of the first

annual general meeting after the decision under section 44

paragraph.



Surplus liquidation after bankruptcy, etc.



section 51 If a bankruptcy is completed with surplus or goes out after

voluntary settlement or if the property of the bankrupt

revert to the company as a result of the accords has

established, the General Court in connection with the bankruptcy

end company shall decide to go into liquidation. Such a

decision shall be effective immediately.



The company was liquidated when it was declared bankrupt, the

winding up continue under section 44, if the bankruptcy ends on

as specified in the first subparagraph.



Specific provisions concerning the provision of draft

decision etc. in certain public limited companies



52 section in a public company, whose shares are admitted to

trading on a regulated market or an equivalent market

outside the European economic area, to the Board of Directors

keep the proposal in accordance with paragraph 3, together with, where appropriate,

the documents referred to in paragraph 4, available to shareholders

for at least three weeks prior to the general meeting where the issue

If the liquidation should be examined. Copies of the documents shall immediately

and at no cost to the recipient shall be sent to shareholders who

so request and provide their postal address.



The documents will be available on the company's website

for at least three weeks prior to the meeting and the date of

the annual general meeting. They must also be presented at the meeting. Law (2010:1516).



26. Change of the articles of the category



Switching from private to public limited company



§ 1 a decision to a private limited company shall be publicly

be taken by the general meeting of shareholders under the provisions of Chapter 7. If

Amendment of the articles of Association.



section 2 Of the general meeting which is to decide on the replacement under section

will be held no later than six months after the end of the last

fiscal year for which the annual report and Auditors ' report

has been provided, it shall be presented at the general meeting of shareholders a

presentation of such content, as set out in Chapter 23. section 10 other

and third paragraphs. The information contained in the report shall refer to

the time from the end of the fiscal year to a day that

occurs no earlier than three months before the date of the general meeting.

Law (2007:373).



section 3 a decision under paragraph 1 shall be notified for registration in

the companies registry.



The decision may be recorded only if the



1. the company's registered share capital is not less than the

amount referred to in Chapter 1. section 14,



2. an opinion, signed by an authorized

or approved public accountant or a registered public accounting firm, of

Thus it is apparent that there is coverage for the registered

share capital, and



3. the name of the company is not contrary to the provisions of Chapter 28. 1

and 7 sections of a public limited liability company firm.



4 of a private limited company shall be deemed to have become public when

the decision that the company must be publicly recorded.



paragraph 5 of the provisions of Chapter 2. 29-31 § § is applied also when a

companies that have become public under paragraph 4 within two years from

the registration of the decision to enter into an agreement as described in Chapter 2.

section 29.



Change from public to private limited company



paragraph 6 of the decision to a public limited company shall be private

be taken by the general meeting of shareholders under the provisions of Chapter 7. If

Amendment of the articles of Association. The decision, however, is valid only if

It has been assisted by all shareholders who attend the

General meeting and these together represent at least 9

tenths of all shares in the company.



paragraph 7 of the decision referred to in paragraph 6 shall be notified for registration in

the companies registry.



The decision may be recorded only if the company does not conflict

against regulations in Chapter 28. 1 and 2 sections of a private

public limited company.



section 8, A public limited company shall be deemed to have become private when

the decision whether to switch to the private limited company is registered.



27 Cape. Registration



The companies registry



1 §/expires U: 2016-01-01/

The Swedish companies registration office shall keep a register of companies

registration under this Act or other statutes.



Of Chapter 13. 1 paragraph Act (2004:297) on banking and

financing business shows that banking companies to be registered

in the bank register. Of Chapter 14. section 1 of the insurance business law

(2010:2043) show that the insurance company should be registered in the

the insurance register. When, in this Act referred to

the companies registry, to the reference relating to

banking companies and insurance companies refer to bank registry

the respective insurance register.



In the case of registration in the companies register of the accounting

and audit documents, the provisions of the applicable law

If the annual report in place of the provisions of this chapter.

Law (2010:2071).



1 section/entry into force: 01/01/2016

The Swedish companies registration office shall keep a register of companies

registration under this Act or other statutes.



Of Chapter 13. 1 paragraph Act (2004:297) on banking and

finance law States that companies should

recorded in the bank register. Of chapter 17. 1 §

the insurance business Act (2010:2043)

insurance company shall be registered in the registry.

When in this law refer to the companies registry, the

the reference concerning banking companies and

insurance company cover the banking register each

the insurance register.



In the case of registration in the companies register of the

accounting and audit documents, the provisions of

applicable law if the annual report in place of the provisions

in this chapter. Law (2015:719).



1 a of A registration in the companies register shall be made on

Swedish. If a company in which a registration relates to request it,

registration also can be made on any of the other official language

within the European Union or on the Norwegian or Icelandic.



The requesting that a registration shall be made on any other

language than Swedish must, unless the Office decides something

otherwise, file a translation in the language of the information

or documents to be recorded. The translation shall be

made by a translator who is certified or has

corresponding foreign authority. Law (2007:1466).



Handling of registration dossiers



section 2 If the person has made a registration has not followed

What happens if the notification shall Bolagsverket submit to him

or her to give an opinion on the matter or take corrective action within

certain period of time. The same applies, if the agency finds that the decision of the

is reported for registration or a document to be attached to the notification



1. not established properly,



2. whose content is contrary to law or regulation

or to the articles of Association, or



3. in any important respect is unclear or misleading

formulated.



If the person who has made the notification fails to comply with an injunction

pursuant to the first subparagraph, shall be depreciated. The enlightenment

If this is to be included in the notice.



If even then the notifier has delivered an opinion are obstacles for

registration as a notifier has had the opportunity to be heard

above, the Swedish companies registration office refuse the registration. If there are reasons

However, for the work, give the person making the notification time

to be heard again before making a decision on the matter.



Notwithstanding the first-third paragraphs get a

decision of the general meeting are recorded, if under Chapter 7. section 51

the first subparagraph is no longer possible to bring an action against the

the decision.



Announcement in post-och Inrikes Tidningar



section 3 of the companies registration office shall forthwith announce in the Gazette


Newspapers have been registered in the companies registry.

Decision about bankruptcy or debt restructuring shall not, however,

promulgated under this Act.



A notice concerning a change in a relationship that

previously entered in the register shall only enter the

art.



A release must be written in the same language as the registration

in the companies registry. Law (2006:486).



Effect of registration and publication



section 4 of The program under this law or specific provisions have

entered in the companies register shall be deemed to have come into

a third party, if under section 3 has been published in the National Post

and home Magazines. However, this does not apply in respect of

legal acts or other measures that have been taken prior to the

16th day after publication, if third parties showing that there

It was impossible for him or her to know what has

Proclamation.



In the case of legal acts and other measures that have been taken

before such a declaration referred to in the first subparagraph has occurred,

the company may not invoke the fact that become or away

be entered in the register against anyone other than the company shows

have known of the relationship. Law (2006:486).



4 a of what has been published in the Official Gazette

does not match with the one that has been entered in the

the companies registry, the company may not invoke article

content as against third parties. Third parties may however rely upon

article content to the company, if the company does not show that

He or she was aware of what has been entered in the

the companies registry.



If a task has been entered in the companies register and published

in post-och Inrikes Tidningar the Swedish as well as in

translation into a foreign language and translation

the Swedish language version, the company may not

invoke the translation against third parties. Third parties may, however,

invoke the translation against the company, if the company does not show that

He or she was aware of the Swedish language version.

Law (2006:486).



§ 5 If a notification of who has been appointed to the Board of Directors

or the Executive Director has included in the

the companies register and published in the Gazette

Magazines under paragraph 3, the company may not be invoked against third parties

errors or omissions at the decision to designate the registered

the person. However, this does not apply, if the company proves that the third

We knew the error or deficiency.



Deregistration of unauthorized representatives



section 6, If a Director, Executive Director, special

signatory, another representative of the company, the auditor

or lay auditor has been declared bankrupt, a trustee

According to Chapter 11. 7 § parental code or a disqualification,

to Bolagsverket delete representative, auditor or

lay the auditor from the companies register. The same applies if the

the approval or authorisation of an auditor ceases to

apply.



Deregistration shall occur immediately



1. when deciding upon bankruptcy,



2. in deciding whether the temporary ban, or



3. If, in connection with a decision to refuse the application if

continued approval or authorization by the auditor or

decision to withdraw approval or authorization of the accountant

has determined that the decision shall take effect immediately.



In other respects, deregistration occur when the decision has become final

force.



Deregistration of the company



section 7 of the trade names Act (1974:156) provides for

deregistration of the company from the companies registry, then a judgment on

waiving business registration has become final.



Change in share capital etc.



section 8 a decision amending the articles of Association of

share capital, number of authorized capital, or the minimum capital

shares shall be registered at the same time, with a decision on the increase

or reduction of the share capital or a decision

aggregation or subdivision of shares, if any of the decisions

is necessary for the share capital or the number of shares shall

be consistent with the articles of Association. Law (2007:317).



Appropriations, etc.



§ 9 the Government or the authority that the Government may

provide for fees in respect of registration

According to this law.



The Government or the authority, as the Government determines

Announces rules on filing of complaints in

registration issues. Law (2006:486).



28 Cape. Public limited company



Firma



paragraph 1 of the joint stock company firma must contain the words limited liability company

or the abbreviation AB.



The firm shall clearly distinguish themselves from the other firm that previously

registered in the companies register or branch register

and yet is permanent.



If the name of the company shall be registered in two or more languages,

each version is specified in the articles of Association.



section 2 of a private limited company business name must not contain the word

publicly.



In relation to public limited-liability company firm provides in section 7.



Secondary name



section 3 of the company's Board of Directors may adopt secondary name. The provisions of paragraph 1 if

firm also applies to secondary name. The words limited liability companies, private or

public or the abbreviation AB may, however, not be taken into

secondary name.



Other provisions if the firm



section 4 Of the registration of the company, in addition to what

as is apparent from paragraphs 1 to 3, as provided for in the company law

(1974:156). In the Act also has provisions prohibiting

use of corporate name and for waiver of business registration.



Information on business accommodation in letters, invoices and order forms

as well as on Web sites



§ 5 The company letters, invoices, order forms and

sites should indicate the name of the company, the place where the Board of Directors

has its registered office and the company's registration number in accordance with the law

(1974:174) if the identification of legal entities, etc.

If the company has gone into liquidation, shall also be specified.



If there are special reasons, the Swedish companies registration office may allow a

limited liability companies do not provide an indication of the name of the company on its

websites. In this case, the task rather than be left to

the company is a limited liability company and if the General category. Such a

authorisation shall be limited to a certain period of time and may be subject to

terms and conditions. Law (2006:486).



Signatures



section 6 of the Written documents issued for a limited liability company shall

signed with the company, if the company is not clear on

any other way.



If the Board of directors or any other representative of the company has

issued a document without firm drawing, are those that have

signed the document jointly and severally liable for obligations

According to the Act on own debt. However, this does not apply,

If the content of the document indicates that it has been issued at

behalf of the company. It also does not apply, if



1. it was apparent from the circumstances of the creation of the document

It was issued to the company, and



2. the recipient of the document receives a duly signed

approval of the document as soon as possible after the

He or she has requested it or made personal accountability

invoked against the signers of the document.



Special provisions applicable to public limited-liability companies



paragraph 7 of a public limited liability company firm shall be followed by the symbol

(publ), if not by the name of the company indicates that the company is

publicly. The firm may not contain the word private.



29. Damages



Stiftares, Board members and Executive Directors

liability



§ 1 a founder, Board member or the Managing Director

like when he or she fulfills his task deliberately or by

negligence damages the company must compensate for the damage. The same applies to

When the damage inflicted by a shareholder or any other

violation of this law, the applicable law on annual accounts

or the articles of Association.



If the company has prepared a prospectus, an offer document

referred to in chapter II (a). Act (1991:980) financial instruments trading

instruments or documents referred to in 2 (b). section 2 of the

or (c). paragraph 2 of the same law, applies to what is said in the first

the second sentence also damage inflicted by

violation of 2, 2A, 2B or 2 c. that law or

Commission Regulation (EC) no 809/2004 of 29 april 2004

on the implementation of European Parliament and Council directive

2003/71/EC as regards information contained in prospectuses as well as the design of the

These, incorporation by reference and publication of

prospectuses and dissemination of advertisements. Law (2012:380).



The audit, auditors and lay special reviewer

liability



section 2 of an accountant, lay auditor or special examiner is

liable under the grounds referred to in paragraph 1. He

or she shall also replace the damage intentionally or by

negligence caused by his or her assistants. In the case of

referred to in Chapter 9. 44 section and paragraph 46 and 10 Cape.

the second subparagraph of section 18 of this Act and Chapter 3. section 1 of the Act (2009:62)

on measures against money laundering and financing of terrorism

However, the auditor is responsible, lay the auditor or the Special

the reviewer only for damage due to incorrect information

that he or she or an aide has had a reasonable

reason to believe was false.



If a registered public accounting firm's auditor or special

reviewer, it is that company and who is accountable

of the audit or examination which are liable.

Law (2010:834).



Shareholders ' liability



section 3 of a shareholder shall replace the damage that he or she

intentionally or recklessly inflicts company, a

shareholders or anyone else by contributing to

violation of this law, the applicable law on annual accounts

or the articles of Association.



Shareholder redemption obligations at abuse



paragraph 4 If it is justified by the danger of continuation

abuse and conditions in General, is a shareholder referred to

in section 3, also required to redeem the injured shareholders '


shares. The redemption amount shall be determined to an amount that is

reasonable taking into account the company's financial position and other

circumstances.



The adjustment of damages



§ 5 If anyone is liable in accordance with paragraphs 1 to 3,

the compensation is to be adjusted according to what is equitable having regard to the

nature of the document, the size of the damage and the circumstances.



Joint liability



section 6, If several are to replace the same damage, the joint and several

for damages in so far as no liability is

modified for any of them under section 5. What any of them have

paid in damages may be recovered by the other as

is reasonable in the circumstances.



Action for damages to the company



section 7 claim for damages to the company in accordance with paragraphs 1 to 3 may be brought,

If the majority or a minority composed of owners of not less than

one tenth of all shares in the company, at the shareholders ' meeting has

assisted with a proposal to bring a civil action or, when

It is a member of the Board of directors or the Executive

Director, voted against a motion to discharge.

paragraph 8 of the agreement in respect of damages to the company

According to paragraphs 1-3 shall meet only by the general meeting and only

provided that is not the owner of at least one tenth of the

all shares in the company are voting against the proposal for settlement.



If a shareholder for damages claims on the company's behalf, may

a settlement does not meet without his or her consent.



§ 9 ownership of at least one-tenth of all shares in the company

may in its own name, bring an action for damages to the company in accordance with the 1-

3 §§. If a shareholder has been seised refrains from

action, the other still pursue this.

The person who has brought an action is responsible for the costs but

has the right to compensation of the company for the costs covered by

What has brought the company to the consumer through the trial.



The time for bringing an action



section 10 of the action on behalf of the company against a member of the Board of directors or

the Executive Director for damages on the grounds of decisions

or action during a fiscal year shall be brought not later than one year

from the annual report and the auditor's report for the

the financial year was presented at the general meeting.



section 11 of the general meeting Has decided to grant the discharge or

not to bring an action for damages without the shareholders to

such a number specified in section 7 voted against it or have

the time for bringing an action has expired under section 10, the proceedings under the

7 or 9 § still be sued, if it in the annual report or in the

the audit report or otherwise has not been provided in the

essential respects accurate and complete information to the

the general meeting of shareholders of the decision or measure to the form of action,

on.



That the time for bringing an action can be limited even in such

cases referred to in the first subparagraph is shown by section 13.



Notwithstanding the provisions of paragraph 12 of the 7-11 of the Board of Directors may adopt a

actions for damages based on the crime.



paragraph 13 of the Proceedings on behalf of the company in accordance with §§ 1-3 not based

on the offence shall not be instituted against



1. a settlor since five years has elapsed from the company's

formation,



2. a member of the Board of directors or the Managing Director since

five years have elapsed from the end of the fiscal year in which the

decisions or actions on be taken or

were taken,



3. an Auditor since five years has elapsed from the end of the

the fiscal year for which the audit report refers to,



4. the lay Auditor since five years has elapsed from the end

of the fiscal year in which the audit report refers to,



5. a special examiner for five years has elapsed from the

date of the opinion of the special audit was presented at

the general meeting,



6. a shareholder then two years have elapsed from the decision or

measures on be.



Bankruptcy bos right to bring an action



section 14 if the company has gone bankrupt after an application has

made before the time specified in section 13 has expired, the

bankruptcy proceedings pursuant to §§ 1-3 despite the fact that freedom from

liability has expired under section 7, 8 or 10. After

the end of the period referred to in section 13, such an action, however,

not be brought later than six months from the Navy infantry.



30 Cape. Penalties and liquidated damages



Penalty



section 1 to a fine or imprisonment not exceeding one year are judged on that



1. intentionally violate Chapter 1. 7 or 8, § 2. intentionally or negligently fails to bring the shareholders under this Act or hold the stock book available, 3. intentionally or negligently violate Chapter 8. the second sentence of section 18, section 20, first paragraph or section 21, second paragraph, or 4. intentionally or with gross negligence violates 21 Cape. 1, 3, 5 or 10.



A securities Central's failure to perform the tasks set out in Chapter 5. section 12 of the second subparagraph shall not give rise to liability under the first subparagraph 2.



To the penalties referred to in the first subparagraph shall be liable also willfully contribute to a decision to appoint a Director, Deputy Director, Executive Director or Deputy Executive Director in violation of Chapter 8. 12 or section 32, if the action is likely to hide who or who exercise or have exercised the actual management of the company.

The same goes for anyone who intentionally undertakes a mission in violation of Chapter 8. 12 or 32 §.



Notwithstanding chapter 35. section 1 of the criminal code, penalty for offences referred to in the first subparagraph 4 to 21. 1, 3 or 5 or of an offence referred to in the third subparagraph be sentenced, if the suspect has been arrested, or a part of the criminal prosecution within five years of the crime.



In the cases referred to in Chapter 9. section 41 and 10 Cape. section 16 shall not follow responsibilities under Chapter 20. section 3 of the Penal Code.

Law (2016:60).



VITE



2 repealed by law (2013:442).



section 3 of the companies registration office, under penalty shall submit to the Executive

the Director, or a member of the Board of Directors to fulfill obligation

According to this law to



1. in the work do a competent registration for registration in

the companies registry,



2. on the company's letters, invoices, order forms and websites

provide such information as is specified in Chapter 28. § 5.



Injunction under the first paragraph 1 shall be granted if the

failure to notify the subject that

the general meeting or the Board of Directors has decided on the fall or to

the company will be obliged to go into liquidation.



Questions about the imposition of a penalty assessed by the companies registration office.

Law (2006:486).



31. Appeal



Appeal of Bolagsverket's decision



1 repealed by law (2014:539).



2 §/expires U: 2016-09-01/

The following decisions of the companies registration office may be appealed to the

General administrative courts:



1. decisions under Chapter 7. section 17, Chapter 9. 9, 9 (a), 25, 26

or section 27 or 10 Cape. section 22,



2. decisions on licensing matters in accordance with Chapter 8. section 9, section 30, or

paragraph 37, Chapter 9. section 15, Chapter 20. section 23, chapter 23. 20

or § 33 or 24 Cape. section 22,



3. decisions under Chapter 23. section 27 or 35 or 24 Cape. section 29 to

explain that the question of the merger or Division has fallen,



4. the decision to refuse to issue a certificate in accordance with Chapter 23. paragraph 46,



5. the decisions provided for in Chapter 27. section 2 of the typing of a notification of

registration or refusal of registration,



6. decision to deregister representatives pursuant to Chapter 27. section 6,



7. decisions pursuant to Chapter 28. paragraph 5, second subparagraph,



8. the decision to impose or impose penalties pursuant to Chapter 30.

section 3.



The appeal shall be submitted to the SCRO within two months

from the date of the decision. Law (2014:539).



2 section/entry into force: 2016-09-01/

The following decisions of the companies registration office may be appealed to the Administrative Court:



1. decisions under Chapter 7. section 17, Chapter 9. 9, 9 (a), 25, 26 or section 27 or 10 Cape. section 22,



2. decisions on licensing matters in accordance with Chapter 8. section 9, section 30 or section 37, Chapter 9. section 15, Chapter 20. section 23, chapter 23. 20 or 33 or 24 Cape. section 22,



3. decisions under Chapter 23. section 27 or 35 or 24 Cape. section 29 to explain that the issue of the merger or Division has fallen,



4. the decision to refuse to issue a certificate in accordance with Chapter 23. paragraph 46,



5. the decisions provided for in Chapter 27. section 2 of the typing of a notification of registration or refusal of registration in cases other than those mentioned in the second paragraph,



6. decision to deregister representatives pursuant to Chapter 27. section 6,



7. decisions pursuant to Chapter 28. paragraph 5, second subparagraph,



8. the decision to impose or impose penalties pursuant to Chapter 30.

section 3.



A decision by the companies registration office to refuse the registration of a company according to Chapter 27. section 2 of the Patent and subject to appeal to the market Court.



An appeal shall be submitted to the Office within two months from the date of the decision. Law (2016:219).



paragraph 3 of the General Board's decision in cases under Chapter 8. section 16, chapter 25.

11, 28, 29, 42 or 44 section may be appealed to the District Court in

the place where the company's Board of Directors has its seat.



Bolagsverket's decision pursuant to Chapter 22. section 8 may be referred to

The Stockholm District Court.



The appeal shall be submitted to the companies registration office within three weeks

from the date of the decision.



In an appeal case law (1996:242) if

Court cases. Law (2011:899).



4 repealed by law (2013:737).



The appeal of the tax agency's decision



paragraph 5 of the tax agency's decisions in the cases provided for in chapter 21. section 8 or

section 10, third subparagraph, be appealed to the Government.



5 a of the tax agency's decision pursuant to Chapter 23. section 21A on obstacles to

implementation of the merger plan may be appealed to the General

Administrative Court. Law (2008:12).



Appeal against the decision of the financial supervisory authority



section 6 of the FSA's decisions in the cases provided for in chapter 19. section 14 of the


2 the first subparagraph of paragraph 2 and 32 be appealed to

General administrative courts.



section 7 of the FSA's decisions in the cases provided for in chapter 21. section 8

or section 10, third subparagraph, be appealed to the Government.



Leave to appeal



section 8 leave to appeal is required for an appeal to

the Administrative Court in the case referred to in 2, 5 (a) or section 6.

Team (2013:737).



32. Limited company with special dividend restriction



Scope of application



§ 1 in case of formation of a private company or by later

decision pursuant to section 16 may be determined to be a

limited company with specific payout limit. For a

such a company, the provisions of this chapter and, if

subject to the provisions of this chapter, other provisions of this

law relating to private limited companies. Act (2005:812).



The content of the articles of Association



paragraph 2 of the articles of Association of a limited liability company with special

payout limit shall specify that the company shall

be such a company. Act (2005:812).



Revision



section 3 of The stock corporation with specific payout limit

must have at least one auditor.



The auditor shall in particular review that the company has infringed the

5 or section 8. If the auditor finds that the company has infringed the

any of these provisions, it should be noted in the

the audit report.



The auditor shall immediately send a copy of the audit report

to the companies registration office, if the audit report contains

Note in accordance with the second subparagraph. Law (2010:834).



paragraph 4 of the report shall include a statement

whether the Management Board and the Executive Director in

where applicable, have established a list referred to in paragraph 10 above

certain loans and securities. Act (2005:812).



Transfers of value from the company



paragraph 5 of the joint stock company with special dividend restriction

applies, in addition to what is stated in chapter 17. paragraphs 3 and 4, the following.

The company's value transfers may, during the period referred to in 17

Cape. paragraph 4 shall not exceed the sum of



1. an amount equal to the interest rate-calculated as the

the prime lending rate that was in effect during the previous fiscal period

with the addition of one percentage point-on the capital

shareholders at the previous fiscal period has contributed

to the company in payment for the shares, and



2. an amount, equivalent to what in 1 has been

available for distribution at the annual general meeting in each

one of the previous five financial years minus the

value transfer has occurred.



When in this law refer to chapter 17. section 3, shall

limited company with a special payout limit reference

considered to apply the provisions of this section.

Act (2005:812).



section 6 of the Regulations in chapter 17. section 6, if the refund obligation and in

Chapter 17. section 7 if the deficiency coverage responsibilities in the illicit transfer of value

also applies when the transfer has been made in contravention of section 5.

Act (2005:812).



Some loans



paragraph 7 of the joint stock company with special dividend restriction may

not take up such a loan referred to in Chapter 11. 11.

Law (2007:317).



Group conditions



section 8, a limited company with special dividend restriction

included in a group of companies may not otherwise than as mentioned in

§ 5 transfer funds to another company in the group with

amount which-together with the company's transfers of value during

the period referred to in chapter 17. section 4-exceeds the maximum amount of

value transfer under section 5. However, the transfer may take place, if it has

purely commercial in nature for the company. Act (2005:812).



§ 9 About a transfer to another company in the Group has

in breach of the provisions of section 8, the receiver

funding what is received, if the company proves to the recipient

realized or should realize that the transfer conflicted with

the provisions of section 8.



On the value of the property to be refunded to the recipient

pay interest in accordance with paragraph 5 of the interest Act (1975:635) from the

the transfer took place until the interest shall be paid in accordance with the

section 6 of the interest act because of section 3 or 4, the same team.



If there is any deficiency at the refund referred to in the first or

the second paragraph, the provisions on liability in the absence of recovery

Chapter 17. Article 7 shall apply. Act (2005:812).



section 10 of the Management Board and the Executive Director shall each

fiscal year establish an specific list of loans and

collateral has been provided on the basis of the provision in chapter 21.

section 2, first subparagraph 2. As regards fixed for

applicable parts 21 the Cape. 10 § second-fourth subparagraphs.



Anyone who willfully or by gross negligence violates the first

subparagraph shall be liable to a fine or imprisonment of up to one year.

Act (2005:812).



Fusion



11 § a limited company with special dividend restriction may

participate in a merger pursuant to Chapter 23. as the transferring company only

If the acquiring company is a limited liability company with special

payout limit. Act (2005:812).



Sharing



section 12 of a limited liability company with special dividend restriction may

participate in a sharing according to Chapter 24. as the transferring company only

If the acquiring companies are limited liability companies with special

payout limit. Act (2005:812).



Liquidation



paragraph 13 of the General Court shall determine to a limited company with

specific payout limit shall go into liquidation, if

the company has contravened the provisions of section 5 or 8.



A question of liquidation within the meaning of the first subparagraph being tested on notification

of the companies registration office or at the request of the Board, a

Member of the Board of Directors, the Executive Director, an accountant in

company or a shareholder.



Decision on liquidation shall not be notified, if during

handling at the District Court shows that the value of the

transferred in violation of the provisions of section 5 or 8 has

återburits to the company.



At the proceedings in an ordinary court, 25. section 25

applied.



The decision on liquidation effective immediately. Act (2005:812).



section 14 For shift in connection with the liquidation of a corporation with

specific payout limit, the shareholders are assigned

not more than an amount equal to



1. the capital which has been contributed to the company in payment

for shares, and



2. some of the remaining assets with the restriction that

shown in section 5.



What then remains shall accrue to the other

limited company with special dividend restriction set out in

the articles of Association. Lack of incorporation indicating such a

limited liability companies or is not there or the limited-liability companies referred to in

the articles of Association, assets shall accrue to the General

the Swedish Inheritance Fund. Act (2005:812).



Change of the General category, etc.



section 15 of a joint stock company with special dividend restriction

must not be decided that the company should no longer be a

limited company with specific payout limit.

Act (2005:812).



paragraph 16 of the decision to such a private company that does not

subject to the provisions of this chapter shall be a

limited company with specific payout limit is taken by

the general meeting of shareholders under the provisions of Chapter 7. amending

the articles of Association. The decision, however, is valid only if it has

been advised by all shareholders who attend the

General meeting and these together represent at least 9

tenths-or the higher percentage provided for in

articles of Association-of all the shares in the company.



A decision as referred to in the first subparagraph shall be notified for registration

in the companies registry.



The limited liability company shall be deemed to have become a limited company with special

payout limit when the decision that the company must

be such a limited company has been registered.

Act (2005:812).



The name of the company



section 17 of the firm for a joint stock company with special

payout limit shall be followed by the symbol (svb),

If not by the name of the company indicates that it is such a

joint-stock company. Act (2005:812).



section 18 other companies other than public limited company with special

payout limit may not use the designation (svb).

Act (2005:812).



Transitional provisions



2006:399



1. this law shall enter into force on 1 January 2007.



2. Older provisions apply if the professional assistance that

would otherwise give rise to a conflict of interest for an auditor or a

lay auditors relate to a financial year which have been initiated prior to the

January 1, 2007.



2006:877



1. this law shall enter into force on 1 January 2007.



2. a person who has been appointed as an auditor of a corporation before

entry into force and which, under Chapter 9. 13 or 14 of no longer

alone can be the auditor of the company may still remain as auditor

during the remaining term of Office.



2007:317



1. this law shall enter into force on 1 July 2007.



2. the provisions of Chapter 4. 46-50 sections do not apply in respect of

decision or reverse split of shares

taken before 1 July 2007.



3. If a corporation before 1 July 2007 has decided to issue

of warrants or convertible bonds and in

the issue terms provide for how these instruments

shall be dealt with in connection with redemption under Chapter 22, applies

These provisions even after that time.



4. If a merger plan has taken effect with a parent company

before 1 July 2007, applied Chapter 23. 33 of its older

version even after that point.



2008:12



This law shall enter into force on 15 February 2008. Older

rules apply, however, in the case of mergers, where the merger plan

established before the entry into force.



2008:603



1. this law shall enter into force on 1 January 2008.



2. Older provisions apply in the case of merger and divisions

as at the time of entry into force be reviewed under the Competition Act (1993:20)

or banned under the law.



2008:805



1. this law shall enter into force on 1 January 2009.




2. Have a plan of merger or split plan taken effect before

on 1 January 2009, the provisions of Chapter 23. 2 and 26 § §

as well as 24 Cape. 2 and 28 sections in its older versions.



2008:1238



This law shall enter into force on 31 december 2008. Older

rules apply, however, in the case of mergers and divisions where

merger plan and partition plan drawn up before

the entry into force.



2009:37



1. this law shall enter into force on 1 January 2009.



2. in the case of decisions on the Division or aggregation of

shares issued before March 1, 2009, Chapter 4. 46,

sections 49 and 50 of its older versions even after that point.



3. The new provisions in Chapter 9. 31 and 38 § § are applied first

time for the fiscal year that begins after the 28

February 2009.



2009:565



1. this law shall enter into force on 1 July 2009.



2. the provisions of Chapter 8. 49 a of the first subparagraph, third

sentence, and second paragraph 2 does not apply until after the

the first annual general meeting held after

the entry into force.



3. the provisions of Chapter 8. 50 a § shall not apply if the

has been an auditor has been appointed to the new position before

the entry into force.



4. For an assignment as auditor held by

entry into force counted the time specified in Chapter 9. section 21A

the first paragraph from the first annual general meeting of shareholders which

held after the entry into force.



2010:89



1. this law shall enter into force on 1 april 2010.



2. For the purposes of the registration of a limited company established before

entry into force for the purposes of the minimum share capital

provided in the older provisions.



2010:834



1. this law shall enter into force on 1 november 2010.



2. the provisions of Chapter 1. 12 b, Chapter 2. section 5, Chapter 3. section 1,

Chapter 7. section 34, Chapter 9. 1, 1 (a) (a), 8, 9, 13, 14 and 25 sections, chapter 23.

8, 25 and 48 sections, 24. 10 and 27 §§ 32 and Cape. paragraph 3 of the

apply for the first time for the financial year starting

after October 31, 2010.



3. the general meeting shall not be before the first day of the

financial years beginning after October 31, 2010

decide on amendment of the articles of Association pursuant to

Chapter 9. Article 1, second paragraph.



4. for the purposes of Chapter 9. 1 paragraph, the company shall

be considered to lack the auditor registered in the companies register at the

the end of the financial year, if the notification of the registration of the

the company dismissed the accountant or auditor resigned and that

the company decided to amend the articles of Association of the meaning

the company shall not have any auditor, have been received by the

The Swedish companies registration office before the end of the financial year. This applies to

the end of 2012.



5. An auditor's mission that has been given before the entry into force

made up to the end of the term, unless the assignment is terminated

prematurely under Chapter 9. section 22 or obstacles referred to in Chapter 9.

24 § arises.



2010:1516



1. this law shall enter into force on 1 January 2011.



2. Older provisions apply in the case of notice of

General meeting as well as the provision of share register and documents

before the meeting, if the notice of the meeting has taken place prior to the

the entry into force.



3. If a breach of articles of association after the entry into force of this

law, the Board of directors until the first general meeting of the

the company calls after the entry into force, submit proposals for

Amendment of the articles of Association in accordance with the law. Older

provisions apply in the case of notice of the meeting.



2010:1977



1. this law shall enter into force on 1 april 2011.



2. Older provisions apply where a document has been sent or

submitted by 1 april 2011.



2011:899



1. this law shall enter into force on 1 January 2011.



2. Older regulations apply where an application or notification

submitted to the District Court prior to the entry into force.



2011:1046



This law shall enter into force on 1 January 2011. Older

rules apply, however, in the case of mergers and divisions where

merger and Division is established before

the entry into force.



2011:1417



1. this law shall enter into force on 1 January 2012.



2. Older rules still apply in the case of

obligations under the Russian tax authority Registration Act (1997:483).



2013:143



1. this law shall enter into force on May 1, 2013.



2. in the case of obligations incurred before the

entry into force earlier provisions to 30

April 2014.



2013:737



1. this law shall enter into force on 1 January 2013.



2. Older regulations still apply to the appeal of the

decision that the provincial government has announced before the entry into force.



2014:313



1. this law shall enter into force on 1 July 2014.



2. Older provisions apply regarding suspicion of crimes

committed before its entry into force.



2014:539



1. This law shall enter into force on August 1, 2014.



2. Appeals against decisions under Chapter 8. section 9, section 30, or

37 section or Chapter 9. section 15 which has been issued before

entry into force is still in the repealed 31 Cape. § 1.



3. If a proposal for a decision on the reduction of

share capital for repayment to the shareholders without

redemption of shares is established before the entry into force,

case of 20 Cape. section 17 of its older version.



2015:824



1. this law shall enter into force on the 1 January 2016.



2. The law shall apply for the first time for the financial year

begins after december 31, 2015.



2016:60



1. this law shall enter into force on 1 March.



2. The requirement for a written agreement referred to in Chapter 5. paragraph 12 shall apply to-not in the case of contracts for registration of shares in the register concluded before its entry into force.



3. The Board's responsibility in Chapter 5. paragraph 12 shall apply from 1 April 2017, if not the record company before its included such an agreement as referred to in Chapter 5. 12 section with a central securities depository and report this according to Chapter 5. 12 a of. For the period until such notification is made, however, until February 28, 2017, apply the Central värdepappersförvarares charge of the share register in Chapter 5. the second paragraph of section 12 of its older version. With the central securities depository referred to it as at the time of entry into force was authorized as the central securities depository.



2016:219



1. this law shall enter into force on 1 september 2016.



2. Older provisions still apply to cases initiated before the entry into force of the administrative court.