Article 1: Operating name
The operating name of the Company is Concordia Maritime Aktiebolag (publ).
Article 2: Seat of the board
The board shall have its seat in the municipality of Gothenburg.
Article 3: Operations
The objects of the Company’s operation are to conduct ship brokering, chartering, offshore operations and other shipping business and also conduct trade with ships and also conduct operations compatible therewith.
Article 4: Share capital
The share capital shall comprise at least one hundred and eightyseven million five hundred thousands (187,500,000) kronor and at most seven hundred hundred and fifty million (750,000,000) kronor.
Article 5: Number of shares
The Company shall have at least 23,437,500 and at most 93,750,000 shares.
Article 6: Classes of a share
It shall be possible to issue the Company’s shares as two series, Series A and Series B. In connection with voting at the general meeting, shares of Series A (A-shares) shall carry 10 votes and shares of Series B (B-shares) one vote. If shares of both classes are issued, each series may be issued in an amount that corresponds to 99/100 of the entire share capital.
If the Company decides by a cash issue to issue new shares of Series A and Series B, the owner of shares of Series A and Series B have a right of priority to subscribe for new shares of the same class of share in proportion to the number of shares owned before by the holder (primary right of priority). Shares that are not subscribed for with a primary right of priority shall be offered to all shareholders for subscription (subsidiary right of priority). If the shares thus offered are not sufficient to cover the subscriptions made with subsidiary right of priority, the shares shall be allocated between the subscribers, in proportion to the number of shares they owned before and to the extent that this cannot be done, by drawing lots.
If the Company decides by a cash issue to only issue shares of Series A or Series B, all shareholders, regardless of whether their shares are of Series A or Series B, shall have a right of priority to subscribe for new shares in proportion to the number of shares that they owned before.
That stated above shall not entail any restriction of the power to make a decision on a cash issue deviating from the priority rights of the shareholders.
In the event of an increase of the share capital by a bonus issue, new shares shall be issued of every class of share in proportion to the number of shares of the same class that already exist. In that event, all shares of a particular class of share shall carry a right to new shares of the same class of share.
Article 7: Board
Besides the people who owing to law may be appointed according to other rules, the board shall comprise at least three and at most seven members with at most five deputies. These members and deputies shall be appointed annually at the annual general meeting for the time up to the end of the next annual meeting.
Article 8: Auditors
The Company shall have one or two auditors and an equal number of deputy auditors.
Article 9: Financial year
The Company’s financial year shall be 1 January to 31 December.
Article 10: Notices
Notices of general meetings shall be given by announcement in Post & Inrikes Tidningar (Swedish Official Gazette) and Svenska Dagbladet or another national newspaper, no earlier than six weeks and no later than four weeks before the meeting. To be entitled to participate in a general meeting, shareholders must be recorded in a print-out or another presentation of the complete share register relating to the circumstances as of five business days before the meeting, and give notice to the company no later than the day stipulated in the notice of the meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall before the fifth business day prior to the meeting. A shareholder or proxy may be accompanied by maximum of two assistants at the AGM. A shareholder may be accompanied by an assistant at the AGM only if the shareholder notifies the company of the number of assistants (no more than two) in accordance with the instructions provided above for notifying attendance to the Meeting.
Article 11: General meeting
The general meeting shall be held in Gothenburg.
The following matters shall be dealt with at the annual general meeting:
- Election of chairperson for the meeting.
- Preparation and approval of voting list.
- Approval of agenda.
- Election of one or two persons to check the meetings together with the chairperson and sign the minutes.
- Consideration of whether the meeting has been properly convened.
- Presentation of the Annual Report and Auditor's Report and, where appropriate, the Group Report and Group Auditor's Report.
- Decisions
a) issue of approval of the income statement and balance sheet and, where appropriate, the group income statement and group balance sheet;
b) concerning appropriation of profits or losses according to the approved balance sheet.
c) regarding discharge of liability for the members of the board and the managing director.
- Determination of the number of members and deputies on the board and the number of auditors and deputy auditors who should be elected by the meeting.
- Issue of board and auditor fees.
- Election of members of the board and deputies and, where appropriate, of auditors and deputy auditors.
- Other matters that the meeting is obliged to deal with in accordance with the Companies Act or the Articles of Association.
Every person entitled to vote may vote at the general meeting for the full number of shares owned and represented by him, without limitation to the number of votes.
Article 12: Gathering of powers of attorney
The board of directors may gather powers of attorney at the company’s expense in accordance with the procedure stipulated in Ch. 7 § 4 second paragraph of the Swedish Companies Act (2005:551).
Article 13: The attendance of third parties at the shareholders’ meeting
The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have the right to attend or in another way observe the negotiations at the shareholders’ meeting.
Article 14: Record date provision
The company’s shares shall be registered in a settlement register in accordance the Act (1998:1479) on Recordkeeping of Financial Instruments.
Article 15: Audit committee
According to the Swedish Code of Corporate Governance (“the code”) the board of directors shall establish an audit committee. The committee should have at least three members, where at least one should be independent to major share holders and a majority of the committee should be independent towards the company and its management. The work of the audit committee, according to the code, includes ensuring the quality of the company’s financial reports.
Concordia Maritime’s board of directors has decided not to establish an audit committee instead that work is to be carried out by the entire board. The reason is that accounting- and auditing issues are of high importance hence it is deemed a matter for the entire board.
Adopted by the Annual General Meeting on 26 April 2006.