Articles of Association

articles of association

ARTICLES OF ASSOCIATION for Nanologica AB (publ) Org no. 556664-5023


The name of the company is Nanologica AB (publ).


The registered office of the Board shall be in the municipality of Stockholm.


The object of the company’s operations is to conduct the development of nanomaterials.


The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000.


The number of shares shall be not less than 30,000,000 and not more than 120,000,000.


The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) ordinary Board members with a maximum of three (3) deputies.


For the audit of the company’s annual report and accounts, as well as the Board of Directors and the CEO’s administration, one (1) to two (2) auditors are appointed.


Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and by making the notice available on the company’s website. The fact that notice has been given shall be announced in Svenska Dagbladet.

Shareholders who wish to participate in the proceedings at the general meeting must, in addition to the conditions for participation set out in the Swedish Companies Act, also notify the company of their participation at the meeting no later than the date stated in the notice convening 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 fall earlier than the fifth weekday before the meeting.

Shareholders may bring one or two assistants to the general meeting, but only if the shareholder has given notice of this in accordance with the preceding paragraph.


Prior to a general meeting, the board of directors may decide that shareholders shall be able to exercise their voting rights by post before the general meeting.


The Board of Directors may collect proxies at the company’s expense in accordance with the procedure set out in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005:551).


The following matters shall be dealt with at the Annual General Meeting.

  1. Election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or more persons to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and auditor’s report
  7. Decision concerning:
    a) Adoption of the profit and loss account and balance sheet.     
    b) Appropriation of the company’s profit or loss according to the adopted balance sheet.    
    c) Discharge from liability for the members of the Board of Directors and the CEO.
  8. Determination of fees to the Board of Directors and auditors.
  9. Choice of
    a) Members of the Board of Directors and any deputies
    b) Auditors when required
  10. Other matters to be addressed at the Annual General Meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.


The company’s financial year shall be 0101-1231.


The company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). The shareholder or nominee who on the record date is entered in the share register and entered in a securities register in accordance with Chapter 4, or the person who is entered in a securities account in accordance with Chapter 4. Section 18, first paragraph, 6-8, said Act, shall be presumed to be competent to exercise the rights arising from Chapter 4. Section 39 of the Swedish Companies Act (2005:551).


Resolved at the AGM on 16 May 2024.

certificate of registration