Articles of association of MTI Investment SE
Adopted at the annual shareholders’ meeting held on 2 September 2021.
1 § Company name
The name of the company is MTI Investment SE.
2 § Registered office of the company
The registered office of the company is situated in Stockholm, Sweden.
3 § Objects of the company
The objects of the company’s operations shall be to invest in emerging markets and operations compatible therewith.
4 § Share capital and number of shares
The share capital shall be not less than EUR 746,720 and not more than EUR 2,986,880.
The number of shares shall be not less than 3,733,600 and not more than 14,934,400.
5 § Board of directors
The company shall be monistically organized and have one administrative body (the board of directors). The board of directors is elected annually at the annual shareholders’ meeting for the period until the end of the next annual shareholders’ meeting. The board of directors elected by the shareholders’ meeting shall comprise not less than three (3) and not more than ten (10) members. The board shall meet at least every three months.
6 § Auditors
The company shall have one or two (1–2) auditors and not more than two (2) alternate auditors or a registered accounting firm.
7 § Notice to attend shareholders’ meetings
Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and on the company’s website, within such time as set forth in the Swedish Companies Act (2005:551).
It shall be announced in Dagens Industri that a notice has been issued.
8 § Participation at shareholders’ meetings
Shareholders who wish to participate at a shareholders’ meeting shall provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.
9 § Matters at annual shareholders’ meetings
The following matters shall be addressed at annual shareholders’ meetings:
1. Election of a chairman of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to attest the minutes.
5. Determination of whether the meeting was duly convened.
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group.
7. Resolutions regarding
a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
b) allocation of the company’s profit or loss according to the adopted balance sheet.
c) discharge from liability for board members and the managing director.
8. Determination of fees for the board of directors and the auditors.
9. Election of the board of directors and accounting firm or auditors.
10. Any other matter pursuant to the Swedish Companies Act (2005:551) or the articles of association.
10 § Financial year
The company’s financial year shall be the calendar year.
11 § Central securities depository company
The company’s shares shall be registered in a securities register in accordance with the Swedish Securities Register and Financial Instruments Accounts Act (1998:1479).