Articles of Association

This is an unofficial translation of Wematter AB’s articles of association. The Swedish version of these articles of association is the official, legally valid version of these articles.

Articles of Association for Wematter AB (LLC)

§ 1 Company
The company’s name is Wematter AB (publ). The company is public.

§ 2 Headquarters
The Board meets in the municipality of Linköping.

§ 3 Activities
The object of the company’s activities is to provide services for product development and manufacturing based on 3D data, design, and CAD modelling services, project management, and training. The company manufactures, sells, and rents machines to produce physical products from 3D data and related activities.

§ 4 Share capital
The corporation’s share capital will not fall below SEK 500 000 nor will it exceed SEK 2 000 000.

§ 5 Number of shares issued
The number of shares issued by the corporation will not fall below 6 000 000 nor will it exceed 24 000 000.

§ 6 Board of directors
The Board of Directors consists of not less than three and not more than six members, with not more than five alternates.
The Board of Directors is elected at the Annual General Meeting for the period up to the end of the next Annual General Meeting.

§ 7 Auditor
The company must appoint one (1) auditor. The auditor shall be a certified public accountant or a registered public accounting firm.

§ 8 Notice of general meeting
Notice of the General Meeting shall be given by mail, advertisements in domestic newspapers, and posts on the company’s website. The fact that notice has been given shall be published in Svenska Dagbladet. If Svenska Dagbladet ceases publication, the notice shall be published in Dagens Nyheter instead. Notice of an Extraordinary General Meeting at which a question of amendment of the Articles of Association is not to be dealt with shall be given no earlier than six weeks and no later than two weeks before the meeting

§ 9 Right to attend general meetings
Shareholders who wish to participate in the proceedings of a general meeting must be registered in a printout or other presentation of the entire share register six business days before the meeting and must notify the company no later than the date specified in the notice of the meeting.

The latter day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not be earlier than the fifth working day before the meeting.

§ 10 Business at the annual general meeting

  1. The annual general meeting deals with the following matters:
  2. Election of the meeting chairperson
  3. Establishment and approval of the voting list
  4. Election of one or more tellers
  5. Proof that the meeting has been duly convened
  6. Approve the agenda
  7. Presentation of the annual accounts and the audit report and, where appropriate, the consolidated accounts and the consolidated audit report
    Decision re:
    1. adoption of the profit and loss account and balance sheet and, where applicable, the consolidated profit and loss account and consolidated balance sheet;
    2. the appropriation of the company’s profit or loss in accordance with the adopted balance sheet and, where applicable, the adopted consolidated balance sheet;
    3. release the members of the Board of Directors and the Chief Executive Officer from responsibility for the accounts
  8. Determination of the remuneration of the Board of Directors and the auditor
  9. Vote for:
    1. members of the Board of Directors and any deputy directors; and
      the auditors and any alternate auditors, where necessary.
    2. Any other matter that falls to the meeting in accordance with the Companies Act (2005:551) or the Articles of Association.

§ 11 Financial year
The company’s financial year spans the period from 1/1 to 31/12.

§ 12 Reconciliation clause
The company’s shares shall be registered in a reconciliation register in accordance with the Financial Instruments Accounts Act (1998:1479).

§ 13 Adjudication of disputes by arbitrators
Should a dispute arise between the company and the board of directors, director, managing director, liquidator or shareholders, it shall be referred to arbitrators in accordance with the Arbitration Act (1999:116).

Certificate of registration

Here you can download the current certificate of registration from the Swedish Companies Registration Office (in Swedish) for Wematter AB as a pdf document.