The Rights
1 § At issue under this Chapter, the shareholders' preferential rights to the new shares in proportion to the number of shares they own.
The first paragraph does not, to
1. shares shall be paid in kind, or
2. preferential rights shall be regulated in other ways as a result of
a. such provisions in the statutes referred to in 4 Chapter. 3 §,
b. conditions that have been issued at an earlier issue of warrants or a previous issue of convertible bonds, or
c. provisions in issue resolution.
Shares that the Company itself or its subsidiary hold does not give any preferential rights.
2 § A decision by the General Meeting according to 1 § second paragraph 2 c to deviate from the shareholders is valid only if approved by shareholders representing at least two-thirds of the votes cast and shares represented at the meeting.
How an issue is decided
Preparation of proposals
3 § If the General Meeting shall consider an issue to issue new shares, the Board or, on the proposal brought by someone else, proposer of a proposal for decision under the provisions of 4-8 §§.
Contents of the Proposal
4 § The proposal according to 3 § shall specify:
1. the amount or maximum amount, the share capital shall be increased by, or the minimum and maximum amount of the increase,
2. the number of shares, maximum number or minimum and maximum number of shares to be issued,
3. the amount to be paid for each new share (subscription price),
4. the right to subscribe for shares that shareholders or other must have,
5. the time within which the share subscription shall take place,
6. the distribution because the Board must apply for shares not taken up with pre-emptive,
7. the time within which shares shall be paid or, where appropriate, the subscription shall be made by payment of 13 § third paragraph, still
8. the date from which the new shares shall give right to dividend.
Information referred to in the first paragraph 1-3 are not stated in the proposal, if it is proposed that the meeting must decide on an authorization referred to in 5 § first paragraph 8.
The subscription price of the first paragraph 3 shall not be set lower than the previous shares par value. The companies whose shares are admitted to trading on a regulated market or equivalent market outside the European Economic Area may be the subscription price to be lower, if an amount equal to the difference between the issue price and par value shares to the share capital by transfer from the company's equity in general or through appreciation of the value of fixed assets. Such transfer or revaluation should take place before the decision to issue registered.
Does the proposal under subparagraph 4 a deviation from, the reasons for the deviation and the reasons for the strike price specified in the proposal or in an accompanying document.
The subscription period under subparagraph 5 shall not be less than two weeks;, if the shareholders shall have preferential rights to new shares. The companies that are not record companies counted this time after the notification under 12 § has occurred or, if all shareholders have been represented at the meeting which decided on the issue, from the decision. The record company time is counted from the record date. Create (2007:566).
5 § Where appropriate, the proposal as 3 § specify
1. The new class share, if the Company is or may be issued shares of different classes,
2. whether the subject under 4 Chapter. 6, 8, 18 or 27 § or 20 Chapter. 31 § applying to existing shares in the company shall apply for the new shares,
3. the coupons belonging to the share certificates must be used to issue certificates,
4. the excess subscription rights shall be sold according 11 Chapter. 9 §,
5. the record date, if the company is the record company and the shareholders shall have preferential rights to participate in the issue,
6. the new shares shall be paid in kind or otherwise be subject to conditions referred to in 2 Chapter. 5 § second paragraph 1-3 and 5 or a share shall be set-off right,
7. other specific terms of the share subscription, and
8. authorizing the Board or the Board elects to before the subscription period begins to run determine the amount by which the share capital be increased by, the number of shares to be issued and the amount payable for each new share.
If the issue decision requires amendment of the Articles of Association, shall also be stated.
The record date shall not be earlier than one week from the date of the decision.
In terms of contribution in kind, the provisions of 2 Chapter. 6 §.
An authorization referred to in the first paragraph 8 may be granted only if the shares to be admitted to trading on a regulated market or equivalent market outside the European Economic Area. If the company is the record company and the shareholders shall have preferential rights to participate in the issue, designation shall be designed so that the conditions determined by the date falling five business days before the record date.
In the case of public limited companies also apply 39 §. Create (2007:566).
Supplementary information
6 § If the annual report is not to be considered at the Annual General Meeting, the following documents shall be annexed to the proposal as 3 §:
1. a copy of the annual report contains the most recently adopted balance- and income statements, equipped with a notation with a decision on the profit or loss,
2. a copy of the audit report for the year in the annual report relates,
3. a statement, signed by the Board, of significant events for the company's position, which have occurred subsequent to the annual report submitted, and
4. an opinion on the report referred to in 3, signed by the auditors.
Information on the kind and set-off
7 § The proposal in 3 § shall be supplemented by an account of the circumstances which may be of importance in assessing the
1. value of cash,
2. terms of issue referred to in 2 Chapter. 5 § second paragraph 1-3 and 5, or
3. terms of issue of set-off rights.
The report shall have the content specified in 2 Chapter. 7 and 9 §§.
The proposal means that a share may be subscribed by someone who has a claim against the company with the right for him to pay for what he or she signs through settlement of the claim, it must be the account stated who are creditors, amount of the claim and the amount of the claim which may be offset.
Review report
8 § compilation by 7 § shall be audited by one or more auditors. An opinion on the audit, signed by the auditor or auditors, shall be annexed to the proposal as 3 §. The opinion shall, with regard to the value of the property and the terms of issue referred to in 2 Chapter. 5 § second paragraph 1-3 and 5, including the elements specified in 2 Chapter. 19 § first paragraph 2 and 3 and second paragraph. When appropriate, the auditor shall submit such information on the terms of issue of set-off.
An auditor referred to in the first subparagraph shall be an authorized or approved public accountant or a registered public accounting firm. Unless otherwise stated in the Articles of Association, the auditor shall be appointed by the General Meeting. If any special auditor is not appointed, the examination shall instead be performed by the auditors.
For an auditor appointed to carry out audit in accordance with the first paragraph, the provisions of 9 Chapter. 7, 40, 45 and 46 §§.
Provision of draft decisions mM.
9 § The Board shall hold its proposal as 3 §, where appropriate, together with documents referred to in 6-8 §§, available to shareholders for at least two weeks prior to the general meeting where the issue of emission must be considered. Copies of the documents shall immediately and without cost to the recipient sent to those shareholders who so request and state their address.
The documents must be presented at the meeting.
Vocation's content
10 § The notice of the general meeting which shall examine the proposal in accordance with 3 § must state the right to subscribe for shares that shareholders or other must have. If shareholders do not have preferential rights in relation to the number of shares they own or as provided in the Articles of Association, the proposal's main content specified. Create (2007:317).
The general meeting
11 § The resolution on the issue of new shares shall contain the information specified in 4 § First and second paragraphs and 5 § first paragraph.
In the case of public limited companies also apply 39 §.
Notification
12 § In companies that are not the record company, a decision according to 11 § immediately sent to shareholders, whose address is known to the Company, if the shareholder shall have the right to participate in the issue. The same applies to decisions with the authorization of the AGM has been taken by the board or the board itself has appointed.
Notification under the first paragraph is not required, if all shareholders have been represented at the general meeting which decided on the issue.
Subscription
The new shares shall be subscribed
13 § The subscription of new shares following a decision to issue new shares shall be made on a subscription list that contains the issue resolution. A copy of the statutes and, where appropriate, copies of the documents referred to in 6-8 § § shall be attached to the subscription list or made available to the subscriber at a location specified in the list.
Subscription may instead be made in the minutes, if all shares subscribed for by those who are eligible for it at the meeting where the issue decision taken.
In the record company may be determined to issue decision that subscription in respect of all or a portion of the issue instead be made by payment. In this case the decision and a copy of the statutes and, where appropriate, copies of the documents referred to in 6-8 § § made available to the subscribers of the company.
The effects of the drawing is not done properly
14 § A subscription that has been made otherwise than as set out in 13 § can be invoked only if the issue resolution recorded without the subscriber has previously notified the error of the SCRO.
The effects of the shares have been subscribed with abnormal conditions
15 § If a stock has signed with conditions that do not conform to issue resolution, the signature invalid. If the nullity has not been notified by the Companies Office before issuing the decision has been registered, However, the subscriber bound by subscription but can not rely on the condition.
The effects of the conditions for the subscription of shares have not been met
16 § After the registration of the issue decision, a subscriber of shares not as a basis for the share subscription is invalid invoke a clause in the decision have not been met.
Insufficient subscription mM.
17 § If the issue resolution has been determined a specific amount or a certain minimum amount of share capital shall be increased by, termination decision to apply, if the amount is not taken out within the subscription period.
If an underwriting decision expires under subparagraph, this also applies to decisions on such an amendment of the Articles of Association which assumes that the share capital increase.
Cease issue decision to apply, the amount paid for the shares immediately paid back with interest thereon 2 § second paragraph and 5 § Interest Act (1975:635). The same applies if a subscription is otherwise not binding.
Allotment of shares
18 § When the subscription according to 13 § has been completed, the Board shall decide on the allocation to the shareholders. Board considers that no subscription is invalid, the subscriber shall be notified forthwith.
Allocated shares shall immediately be entered in the share register.
In the record companies, the notification shall be made immediately to the CSD that the Board has decided to award.
Payment of shares
As a minimum shall be paid for the shares
19 § The payment of a share shall not be less than the previous quotient value, subject of 4 § third paragraph.
If a stock has been subscribed with the conditions contrary to the first paragraph, shall be an amount equal to the quotient value still be paid.
The shares shall be paid
20 § subscribed shares shall be paid in money or, if there is a provision in issue resolution, in kind. In the cases referred to in 24 § they may also be paid by offsetting.
In the case of public limited companies also apply 41 §.
Payment in cash
21 § Payment in cash shall be made by deposit in a special account that the company has opened for this purpose with a bank, a credit market enterprise or an equivalent foreign credit institutions in a state of the European Economic Area.
In the case of public limited companies also apply 40 §.
Payment in kind
22 § Payment in kind shall be made through the property is separated to form part of the company's property.
23 § If the shares shall be paid in kind, , an auditor shall issue a written, signed opinion on the payment. In the case of utterance content and the auditor's qualifications for 2 Chapter. 19 §.
Offsetting mM.
24 § A debt because of a subscription of shares according 13 § may be offset against a claim against the company only if there is a provision in issue resolution.
In the case of public limited companies also apply 41 §.
25 § transferred a stock that is not yet fully paid, is the acquirer, As soon as he or she has registered for entry in share register, responsible for payment along with the transferor.
Forfeiture of rights to shares
26 § If a share is not paid on time, the Board may declare the rights of the shares forfeited for the debtor.
Before the rights of the shares to be forfeited, the Board shall invite the person liable to pay and to notify them of the rights of the shares otherwise to be forfeited. The Board shall have complied with that requirement if a written request has been submitted in the manner specified in 12 Chapter. 12 § second paragraph.
As long as a share specified in the first paragraph has not become void under 29 § second paragraph, the Board may have someone else take over the shares and the liability for the amount subscribed.
Registration of the issue resolution
Registration Information
27 § The Board shall, within six months of the decision to issue new shares notify the decision for registration in the companies register, unless the decision is not repealed under 17 §.
Requirements for registration
28 § A decision to issue new shares may be registered only if
1. sum of the amounts of 4 § the third paragraph, first sentence, at least be paid for the subscribed and allotted for the amount or minimum amount to the share capital be increased by the issue,
2. full and satisfactory payment has been paid to all subscribed and allotted,
3. presentation of a certificate from a credit institution as referred to in 21 § first paragraph regarding the payment of money, and
4. an opinion under 23 § shows up on the kind specified in the issue resolution.
Part of the issue may be registered, the provisions of paragraph 1 and 2 does not impede the.
In the case of public limited companies apply 42 § instead of the first paragraph 3 and 4.
Effect of Recording
29 § The registration of the issue resolution establishes the share capital increase to the sum of the amounts according to 4 § the third paragraph, first sentence, at least be paid for the subscribed and allotted shares less shares to which the right has been declared forfeited and has not been taken over by someone else.
If the right to a share has been forfeited to the debtor and shares have not been taken over by someone else becomes invalid when the share issue decision has been registered.
Effect of failure to register
30 § If no notification of registration under 27 § is not made within the prescribed period or on SCRO by a decision that is final has entered a case for such registration or refused registration, be 17 § applied.
Board decision to issue subject to shareholder approval
31 § The Board of Directors may decide to issue new shares subject to the Meeting's subsequent approval, and at the same time with the support of 1 § second paragraph 2 c determine that issue shall be made with deviation from.
Before the board makes a decision under subsection, shall take out or keep such records as referred to in 3-7 § § and ensure that the auditor review of 8 § is. With regard to the contents of the board's decision shall 11 § applied.
32 § In companies that are not the record company, the shareholder shall, with preferential informed of Board decisions 31 § under 12 § first paragraph.
Once the board has made a decision under 31 § and, where appropriate, shareholders have been notified under paragraph, subscription may, allocation and payment of shares held as of other provisions of this chapter. New shares may not be entered in the share register until the general meeting has approved the issue resolution.
33 § When the general meeting shall consider a question of approval of a decision under 31 §, the decision and the documents referred to in 6-8 § § § tillhandahå as shareholders in accordance with 9 §. The notice of meeting must contain the details of the decision referred to in 10 §.
If the board's decision means that the issue shall be made with deviation from the shareholders' preferential rights, be 2 § apply to shareholder approval of the decision. Create (2007:317).
34 § The Board's decision under 31 § shall be submitted for registration in the companies register within one year from the decision, unless it has lapsed under 17 §. The decision may not be registered if it has not been approved by the General Meeting. In other respects 28-30 § § apply to the registration and effect of registration or failure to register.
Board decision on the issuance of the AGM authorization
35 § The General Meeting may authorize the Board to issue new shares to the extent that the issue can be made without amending the Articles of Association. In such an authorization, the Board may be entitled under the 1 § second paragraph 2 c determine that issue shall be made with deviation from. If this authorization shall have that meaning, be 2 § applied. Create (2007:317).
36 § If the General Meeting shall consider a question of authorization according to 35 §, the Board or, on the proposal brought by someone else, proposer of a proposal for decision. The proposal shall specifically state whether the Board to resolve to issue such a provision referred to in 5 § first paragraph 6 or deviation from. The proposal shall also include the time, before the next AGM, within which the authorization may be utilized.
The proposal shall, before the Annual Meeting which will decide on authorization provided to shareholders in the manner specified in 9 §. If it is proposed that the Board be authorized to decide on the deviation from, the proposal's main features stated in the notice of meeting. Create (2007:317).
37 § Annual General Meeting a resolution authorizing according to 35 § shall forthwith be submitted for registration in the companies register. Before the decision has been registered, Board may not decide on issues.
38 § Before the board decides to issue pursuant to the authority conferred by 35 §, shall take out or keep such records as referred to in 3-7 § § and ensure that the auditor review of 8 § is. For the Board's decision in 11 § its content and 12 § first paragraph of the notice.
Once the decision has been taken and, where appropriate, shareholders have been informed, subscription may, allocation and payment of new shares held as of other provisions of this chapter. In the case of registration and the effect of registration or non registration applies 27-30 §§.
Special provisions applicable to public limited
Information on any set-off issue decision mM.
39 § In a public company, a proposal under 3 § and a decision within 11 § where appropriate, specify the restrictions that apply in the Board's right under 41 § to allow set-off.
Payment in cash
40 § In a public company may, except as specified in 21 §, such payment for the shares to be given in money be given directly to the company.
Offsetting
41 § In a public company may, Notwithstanding the 24 §, shares paid by offset, to
1. it does not conflict with the issue resolution,
2. Board considers it appropriate, and
3. set-off can be done without harm to the company or its creditors.
Auditor's Opinion
42 § In the case of public limited companies apply, instead of the provisions of 28 § first paragraph 3 and 4, that a decision to issue new shares may be registered only if it is presented an opinion, signed by an authorized or approved public accountant or a registered firm. The statement must state that a full and satisfactory payment has been made for all the subscribed and allotted. In respect of cash, the certificate shall have the content specified in 2 Chapter. 19 §. Create (2009:37).