Articles of association for Clean Motion AB (publ)

Company name

The company's company name is Clean Motion AB. The company is public (publ).

Seat of the board

The board shall have its seat in Västra Götaland, Lerum municipality.

Business

The object of the company's operations is to carry out development, production and sale of resource-efficient vehicle solutions for the transport sector as well as compatible operations.

Share capital

The share capital must be a minimum of SEK 9,000,000 and a maximum of SEK 36,000,000.

Number of shares

The number of shares must be a minimum of 18,000,000 and a maximum of 72,000,000.

Board of directors

The board shall consist of a minimum of three and a maximum of nine members with a maximum of five deputies. The members and deputies are elected annually at the annual general meeting for the period until the end of the next annual general meeting.

Auditor

For the review of the company's annual report together with the accounts as well as the management of the board and the managing director and, where appropriate, consolidated accounts and the interrelationships of the group companies in general, 1-2 auditors, or a registered audit firm, with or without auditor deputies, shall be selected.

Summoning

Notice to the general meeting must be made through advertising in Post- och Inrikes Tidningar and by making the notice available on the company's website. At the same time as the summons is issued, the company must inform through advertising in Dagens Industri that the summons has taken place. Notice to the annual general meeting as well as notice to an extraordinary general meeting where the question of amending the articles of association will be dealt with must be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of another extraordinary general meeting must be issued no earlier than six weeks and no later than two weeks before the meeting.

Annual General Meeting

• Election of chairman at the meeting
• Establishment and approval of voter register
• Selection of one or two adjusters
• Examination of whether the meeting has been duly convened
• Approval of the agenda
• Presentation of the annual report and audit report and, where applicable, consolidated accounts and consolidated audit report
• Decision on
  1. a) Determination of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet.
  2. b) Dispositions regarding the limited company's profit or loss according to the established balance sheet.
  3. с) Exemption from liability for board members and the CEO.
• Determining the fees for the board and the auditors
• Election to the board and, where applicable, auditors
• Other matter, which must be taken up at the annual general meeting according to the Swedish Companies Act (2005:551) or the articles of association.
• At a general meeting, each person entitled to vote is entitled to vote for the entire number of shares owned and represented by him, without limitation in the number of votes.

Notice to the meeting

In order to participate in the general meeting, shareholders must register and the number of assistants to the company no later than the day stated in the notice to the general meeting.

Financial year

The company's financial year shall be 1/1 – 31/12.