Governance

• Annual General Meeting 2024
• Annual General Meeting 2023
• Annual General Meeting 2022
• Annual General Meeting 2021
• Extraordinary General Meeting June 2022
• Extraordinary General Meeting August 2022
• Extraordinary General Meeting 2021

§ 1 Company

The company’s company is Gapwaves AB (publ).

§ 2 Registered office

The board shall have its seat in the municipality of Gothenburg.

§ 3 Operation

The company’s operations are to drive the development and sale of microwave millimeter and submillimeter components and licenses for associated patent rights in an international market and to engage in activities compatible therewith.

§ 4 Share capital

The share capital must be a minimum of SEK 1,075,000 and a maximum of SEK 4,300,000.

§ 5 Number of shares

The number of shares shall be a minimum of 17,900,000 and a maximum of 71,600,000.

The shares may be issued in two series, Series A and Series B. Each Series A share entitles to ten votes and each Series B share entitles to one vote. Series A and Series B shares can be issued for a number corresponding to the entire share capital.

If the company decides to issue new Series A and Series B shares through a cash issue or set-off issue, owners of Series A and Series B shares shall have a preferential right to subscribe for new shares of the same class in relation to the number of shares previously held by the holder (primary preferential right). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own, insofar as this cannot be done, by drawing lots.

If the company decides to issue new shares of only series A or series B through a cash issue or set-off issue, all shareholders, regardless of whether their shares are of series A or series B, shall have a preferential right to subscribe for new shares in relation to the number of shares they previously own.

If the company decides to issue warrants or convertibles through a cash issue or set-off issue, shareholders have a preferential right to subscribe for warrants, as if the issue concerned the shares that may be subscribed for due to the option right and preferential right to subscribe for convertibles as if the issue concerned the convertible shares will be replaced with.

What has been said above shall not entail any restriction on the possibility of making a decision on a cash issue or set-off issue with deviation from shareholders’ preferential rights.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each share class in relation to the number of shares of the same type that already exist. In this case, old shares of a certain class of shares shall carry the right to new shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of carrying out a bonus issue, after the necessary amendment of the Articles of Association, to issue shares of a new type.

At the request of a shareholder, Series A shares (one or more) belonging to that shareholder shall be converted into the corresponding number of Series B shares. The request for conversion, which shall be in writing and state the number of shares to be converted, shall be made to the Board. The conversion must then be reported without delay for registration with the Swedish Companies Registration Office and is executed when it is registered in the limited liability company register and entered in the record register.

§ 6 Board

The board shall consist of a minimum of three and a maximum of six board members with a maximum of two deputy board members.

§ 7 Auditors

One or two auditors or a registered auditing company are appointed to review the limited company’s annual report together with the accounts and the Board of Directors’ and the President’s administration.

§ 8 Calling

Notice of a general meeting shall be given by advertising in Post- och Inrikes tidningar and on the company’s website. That a summons has been issued shall be announced in Svenska Dagbladet.

§ 9 Registration for the Annual General Meeting

In order to participate in the Annual General Meeting, shareholders must register with the company no later than the day specified in the notice convening the meeting, in which case the number of assistants must be stated. This day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier then the fifth weekday before the Annual General Meeting.

§ 10 Matters at the Annual General Meeting

The following matters shall be discussed at the Annual General Meeting.

1. Election of chairman.
2. Establishment and approval of the ballot paper.
3. Election of one or two adjusters.
4. Examination of whether the meeting has been duly convened.
5. Approval of Agenda.
6. Presentation of the annual report and the auditor’s report.
7. Decision on the following.
   1. Adoption of the income statement and balance sheet.
   2. Provisions regarding the limited company’s profit or loss according to the approved balance sheet.
   3. Discharge of responsibility for the board members and the CEO.
8. Determination of the number of board members, deputies and auditors.
9. Determination of fees to the board and auditors.
10. Election to the Board and the auditor.
11. Other matters to be raised at the meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.

§ 11 Financial year

The company’s financial year shall be 1 January – 31 December.

§ 12 Reconciliation reservation

The company’s shares must be registered in a record register in accordance with the Act (1998: 1479) on central securities depositories and accounting for financial instruments. The shareholder or nominee who on the record date is entered in the share register and recorded in a record register, according to ch. the Act (1998: 1479) on central securities depositories and accounting of financial instruments or the one that is recorded in a reconciliation account according to ch. § 18 first paragraph 6-8 mentioned law, shall be assumed to be competent to exercise the rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).

§ 13 Venue for the Annual General Meeting

It must be possible to hold a general meeting in Gothenburg and Stockholm.

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*In the event of any inconsistency between the Swedish original version and the English translation, the Swedish original shall apply*