Articles of association of Volvo Car AB (publ), Reg. No. 556810-8988
§1.Company name
The name of the company is Volvo Car AB. The company is a public company (publ)
§2. Registered office
The board shall have its registered office in Gothenburg.
§3. Object
The company's purpose is to provide to consumers the Freedom to move in a personal, sustainable and safe way. To fulfil this purpose the company will both directly and through subsidiaries or partnerships engage in development, manufacturing, marketing and sales of cars as well as the offering of subscriptions of cars and other related mobility services for transport of people and goods. The company will also conduct any other business to fulfil the above purpose, directly or indirectly including through participations in other companies.
§4. Share capital
The minimum share capital of the company shall be 50,000,000 Swedish kronor and the maximum share capital shall be 200,000,000 Swedish kronor.
§5. Number of shares
The number of shares shall be not less than 2,500,000,000 and not more than 10,000,000,000
§6. Series of shares
Shares can be issued in two different series, common shares series A and common shares series B. Shares of either series may be issued up to an amount corresponding to the entire share capital.
Common shares series A carry ten (10) votes per share. Common shares series B carry one (1) vote per share.
§7. Conversion clause of common shares series A
At the request from a shareholder, common shares series A (one or more) belonging to that shareholder shall be converted to the corresponding number of common shares series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies’ register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository).
§8. Pre-emption rights
f the company decides to issue new common shares series A and series B by means of a cash issue or set-off issue, the holders of common shares series A and series B shall have a pre-emption right to subscribe for new shares of the same series in relation to the number of shares previously held (primary pre-emption right). Shares, which have not been
subscribed for with primary pre-emption right shall be offered to all shareholders for subscription (subsidiary preemption right). If the shares thus offered are not sufficient for subscription made with subsidiary pre-emption right, the shares shall be distributed among the subscribers in relation to the number of shares previously held and, if this is not possible, by the drawing of lots.
If the company decides to issue new common shares series A or series B only, by means of a cash issue or set-off issue, all shareholders shall have pre-emption right to subscribe for new shares in proportion to the number of shares each shareholder holds prior to the issue, irrespective of whether they hold common shares series A or series B.
If the company decides to issue warrants or convertibles by means of a cash issue or set-off issue, the shareholdersshall have a pre-emption right to subscribe for warrants as if the issue concerned the shares that may be issued due to the right of option and a pre-emption right to subscribe for convertibles as if the issue concerned the shares that the convertibles may be exchanged for.
The above shall not mean a limitation of the possibility of making a decision on a cash issue or set-off issue with a deviation from the shareholders 'pre-emption right.
If the share capital is increased by a bonus issue, new shares of each series shall be issued in relation to the number of shares of the same series already existing. In this respect holders of old shares of a certain series shall be entitled to receive new shares of the same series. The above shall not mean a limitation of the possibility of issuing shares of a new series by a bonus issue, after making the necessary amendment of the articles of association.
§9. Board of directors
The board of directors shall consist of not less than 3 and not more than 12 members elected by the general meeting.
§10. Auditors
The company shall have a minimum of 1 and a maximum of 3 auditors.
§11. Notices
A notice convening a shareholders' meeting shall be published in the Swedish Official Gazette (Sw: Post och Inrikes Tidningar) and posted at the company's website. Simultaneously with the convening, the company will inform of the convening trough a notice in Dagens Industri (DI).
Shareholders wishing to participate at a general meeting shall notify the company no later than the day stated in the notice for the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be a day falling earlier than the fifth weekday before the day of the general meeting.
A shareholder may be accompanied by one or two assistants at the general meeting, but only if the shareholder has notified the company on the number of assistants in the manner prescribed in the paragraph above.
§12. Proxy collection and postal voting
The board of directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The board of directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
§13. Business of the annual general meeting
The following matters shall be dealt with at the annual general meeting of the shareholders;
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the audit report and, where applicable, the group acounts and the auditor's report for the group
- Resolutions in respect of
a. adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet
b. allocation of the company's profit or loss in accordance with the adopted balance sheet
c. discharge from liability of the members of the board of directors and the managing director
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Determination of the number of board members and, where applicable, auditors
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Determination of fees of the board members and, where applicable, auditors' fees
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Election of members of the board of directors and, where applicable, auditors
- Other matters to be dealt with at the meeting pursuant to the Swedish Companies Act or the articles of association
§14. Financial year
The financial year of the company shall cover the period January 1 up to and including December 31.
§15. Post-transfer purchase right
If a common share series A, by way of purchase, exchange, gift, separation of property, succession, will, distribution of the company, merger, separation or some other kind of acquisition, has been transferred from a shareholder to a person not previously a shareholder of common shares in the company, such common share series A shall be offered for sale (post-transfer purchase right) to the other shareholders of common shares series A. The post-transfer purchase right offer may not be exercised in respect of a smaller number of common shares series A than the number of shares covered by the offer.
The acquirer of common shares series A covered by the reservation of post-transfer purchase right shall, as soon as possible following the acquisition, notify the company's board of directors in writing of the transfer of the shares. The notification shall contain information on the consideration paid for the common shares series A and the acquirer’s conditions for redemption of the shares.
When a notification of the transfer of the common shares series A has been given, the board of directors shall immediately (i) make a note of this in the share register, stating the day of notification, and (ii) notify all those with a post-transfer purchase right, whose postal addresses are known to the company, of the offer of post-transfer purchase right.
Anyone wishing to exercise its post-transfer purchase right shall notify the board of directors thereof in writing within two months from the day the board of directors received the acquirer's notification in accordance with the second paragraph above. The board of directors shall immediately note the claim for exercising of a post-transfer purchase right in the share register, stating the date of the notification.
f more than one person with a post-transfer purchase right applies for exercise of their right, the common shares series A shall as far as possible be equally allotted among those who have applied for post-transfer purchase in relation to their existing holdings of shares in the company. Any remaining common shares series A shall be allotted by the drawing of lots, conducted by the board of directors or, at the request of anyone with a post-transfer purchase right, by a notary public.
The redemption price per common share series A shall be equal to the lower of (i) seventy five (75)% of the subscription price for the share and (ii) the amount paid in the transfer. Payment for the redeemed common shares series A shall be made no later than one month from when the redemption price was determined.
During the period from the acquirer's acquisition of the common shares series A subject to post-transfer purchase right until the time when the final owner of the shares is registered in the share register (the offer period), the transferor has the right to dividends and priority right to subscription for new shares, warrants and convertibles. During the offer period, the transferor of the shares is also entitled to exercise the voting right and any other rights attached to the common shares series A subject to post-transfer purchase right.
If no person with a post-transfer purchase right applies for exercise of their right within the stipulated time, or if the redemption price is not paid within the stipulated time, the acquirer having offered the shares for post-transfer purchase shall be entitled to be registered as owner of the common shares series A.
Any dispute over the post-transfer purchase right of common shares series A and the redemption price shall be finally settled by arbitration in accordance with the Arbitration Act in force at the time of initiating the arbitral proceedings. Proceedings shall be initiated no later than two months from the date when the claim for exercising of a post-transfer purchase right way made to the board of directors in accordance with the fourth paragraph above.
§16. Central securities depository clause
The company's shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw: lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Adopted at the extraordinary general meeting on 17 October 2021.