The shareholders' influence in the Company is exercised at general meetings, which, in accordance with the Companies Act is the Company's highest decision-making body. The general meeting may resolve upon any matter of the Company, not specifically reserved for another corporate body's exclusive competence. However, management of the day to day operations of the Company is the responsibility of the board of directors.
At the annual general meeting, which according to the Companies Act shall be held within six months from the end of each financial year, resolutions must be passed in respect of matters such as: fixing the remuneration of auditors; the approval of the annual accounts, directors' report, the auditors' report, and of any final dividend. At general meetings, the shareholders may also resolve on other key matters in the Company, such as alteration of articles of association, authority for new share issues, etc. The directors must issue a notice to convene a general meeting if an auditor of the Company (in the case of the auditor's resignation) or owners of at least five percent of the paid-up capital of the Company as carries the right of voting at general meetings so demand in writing. Shareholder resolutions are passed by the appropriate majority at a properly convened meeting. All general meetings, other than annual general meetings, shall be called general meetings.
A general meeting shall be called by at least such minimum notice as is required or permitted by the Companies Act. The notice shall be given to all shareholders that are entitled to receive such notices from the Company. The Company may give such notice by any means or combination of means permitted by the Companies Act. The Companies Act permits that notice may be given in hard copy form; electronic form or by means of a website.
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice will not invalidate the proceedings at that meeting. At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands, unless a poll is duly demanded. At any general meeting every member who is present in person or by proxy shall have one vote for each share on a poll. No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present a chairman of the meeting can still be chosen. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.
In accordance with article [●] of the Company's articles of association a general meeting might be held in two or more locations to facilitate the organisation and administration of any general meeting.
The directors will normally be appointed by ordinary resolution of the shareholders. The board of directors has the right to co-opt new directors; where the board does so it is typical for the appointment of a new director to be put forward for shareholder approval at the next following annual general meeting.
The Companies Act contains a procedure pursuant to which the shareholders may by ordinary resolution remove a director before the expiration of his term of office.
The board of directors shall be appointed by the general meeting by ordinary resolution. The articles of association may prescribe that one or more members of the board of directors shall be appointed in another manner. The right to appoint members of the board of directors may not be delegated to the board of directors or to a member of the board of directors. However, in a public limited liability company, more than one-half of the members of the board of directors shall be appointed by the general meeting. The members of the board of directors are usually elected for the period until the end of the next annual general meeting, unless a longer term of up to four financial is set out in the articles of association. It is possible for the director to be re-elected for a new term of office.
Mazars LLP, Chartered Accountants & Statutory Auditor, Park View House, 58 The Ropewalk, Nottingham, NG1 5DW. Mazars LLP are the Company’s independent auditors. Alistair Wesson is the auditor who is responsible for the Issuer. Alistair Wesson is an authorised auditor and is a member of the professional body the Institute of Chartered Accountants of England and Wales (ICAEW), the professional institute for the accountancy sector in England and Wales.
Articles of Association
The Company was incorporated with a Memorandum of Association allowing it to trade as a general commercial company with wide powers. An English company's articles of association outline the rules and restrictions relating to the way in which the company is owned, governed and operated. The articles of association also set out the economic, voting and governance rights attaching to each share class as well as the rules governing the issuance and transfer of shares.
A Swedish company's articles of association set out details on how the company shall be operated, and shall contain at minimum the company name, the financial year, the registered office of the board of directors, the minimum and maximum amount of board members and, if applicable, auditors, the limits for the share capital and number of shares, the rules of procedure for summoning general meetings, and the object of the company's business. Under the Swedish Companies Act, the object of a company sets out the limits within which the company can operate. The articles of association may further contain provisions such as regarding the transferability of the shares or the rights associated with shares of different classes. The articles of association are adopted and amended by the general meeting (please refer to "Amendments to the articles of association" for further information).
Amendments to the Articles of Association
A special resolution (i.e a resolution requiring the support of 75 percent of the votes cast by those shareholders voting at a quorate meeting) of the shareholders is required to amend the articles of association of the Company. The amendment takes the effect immediately upon such a special resolution being passed. A company's articles of association are required to be registered with UK Companies House and are available to the public free of charge on the Companies House website.
Under the Swedish Companies Act, amendments to the articles of association shall be resolved upon by the general meeting. An amendment to the articles of association generally requires approval by a majority of not less than two-thirds of both the votes cast and the shares represented at the general meeting. The Swedish Companies Act however sets out higher majority requirements for resolutions on certain amendments to the articles of association, such as amendments altering the rights associated with the shares. A resolution regarding alterations of the articles of association shall be reported immediately for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and may not, other than in certain exceptional cases, be effected prior to registration.
Nasdaq First North Growth Market
Nasdaq First North Growth Market is an alternative marketplace operated by an exchange within the Nasdaq group. Companies on Nasdaq First North Growth Market are not subject to the same rules as companies on the regulated main market. Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies.
The risk in investing in a company on Nasdaq First North Growth Market may therefore be higher than investing in a company on the main market. All companies with shares traded on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed.
Impala Group's Certified Adviser is:
FNCA Sweden, FNCA Sweden AB, Box 5216, Nybrogatan 34, SE-102 45