Articles of Association

Company name

The company’s name is BIG Akwa AB (publ).

Registered Office

The Board of Directors shall be based in the municipality of Härnösand.

Business Activities

The company shall engage in research and development in aquatic farming, trade, and production of food products. It may also engage in management and trading of securities and real estate, as well as any related business activities.

Share Capital

The share capital shall be no less than SEK 505,899 and no more than SEK 2,023,596.

Number of Shares

The number of shares shall be no less than 61,695 and no more than 246,780.

Types of Shares

The company’s shares may consist of Class A and Class B shares. Class A shares may be issued up to an amount equivalent to 100% of the share capital. Class B shares may also be issued up to an amount equivalent to 100% of the share capital. Each Class A share entitles the holder to ten (10) votes, and each Class B share entitles the holder to one (1) vote.

If the company decides to issue new Class A and Class B shares through a cash or offset issue, the holders of Class A and Class B shares shall have preferential rights to subscribe to new shares of the same class in proportion to the number of shares they already hold (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). If the shares offered under subsidiary preferential rights are not sufficient for the subscriptions, the shares shall be allocated among the subscribers in proportion to the number of shares they already own, and if this cannot be done, by lottery.

If the company decides to issue Class A or Class B shares through a cash or offset issue, all shareholders, regardless of whether they hold Class A or Class B shares, shall have preferential rights to subscribe to new shares in proportion to the number of shares they already hold.

If the company decides to issue warrants or convertible bonds through a cash or offset issue, the shareholders shall have preferential rights to subscribe to the warrants as if the issue concerned the shares that may be newly subscribed for through the exercise of the warrants, and similarly have preferential rights to subscribe for convertible bonds as if the issue concerned the shares that the convertibles may be converted into.

In the event of an increase in share capital through a bonus issue, if new shares are issued, new shares of each class shall be issued in proportion to the number of shares of the same class that already exist. Existing shares of a certain class shall entitle the holder to new shares of the same class.

Class A shares shall be converted into Class B shares upon request by the holder. A request for conversion, which must be in writing and specify the number of Class A shares to be converted into Class B shares, shall be submitted to the company. The company shall immediately report the conversion to the Swedish Companies Registration Office for registration in the register of limited companies. The conversion is considered completed when the Swedish Companies Registration Office has registered it and it has been recorded in the share register.

Board of Directors

The Board of Directors shall consist of no fewer than three and no more than six members, with no fewer than zero and no more than five deputies.

Auditor

The company shall have one to two auditors, with or without deputies, to examine the company’s annual report and accounts, as well as the management of the Board of Directors and the CEO.

Notice and Location

Notice of a general meeting shall be given by announcement in the Post- och Inrikes Tidningar (Official Swedish Gazette) and by making the notice available on the company’s website. Simultaneously, an announcement shall be published in Dagens Industri informing that the notice has been issued. Notice of the annual general meeting, as well as notice of an extraordinary general meeting where amendments to the articles of association will be addressed, shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be issued no earlier than six weeks and no later than three weeks before the meeting. The general meeting shall be held either in the locality where the company’s board is based or digitally.

Registration for the meeting

Shareholders who are registered in the share register on the day of the meeting and have notified the company of their participation by the deadline specified in the notice have the right to attend the meeting. This deadline may not fall on a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and it may not be set earlier than five working days before the meeting.

Agenda at Annual General Meeting

At the annual general meeting, the following matters shall be addressed:

1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to verify the minutes.
4. Determination of whether the annual general meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the annual report and auditor’s report.
7. Resolutions on: a) Adoption of the income statement and balance sheet, b) Allocation of the company’s profits or losses as per the adopted balance sheet, and c) Discharge of liability for the board members and the CEO.
8. Determination of fees for the board and auditors.
9. Election of the board and auditors.
10. Any other business to be considered by the meeting according to the Companies Act or the articles of association.

Financial Year

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

Pre-emption Clause

The board shall immediately notify each person entitled to redemption with a known postal address about the pre-emption. The notification shall state the time limit within which a redemption claim must be made.

A redemption claim must be made within two months of a valid pre-emption notification. If more than one person entitled to redemption claims the shares, the shares shall be distributed among them in proportion to their previous holdings, as far as possible. Any remaining shares shall be distributed by lottery conducted by the board.

If the share has been transferred through a sale, the redemption amount shall correspond to the purchase price. No other terms shall apply to the redemption.

If the purchaser and the person requesting redemption do not agree on the redemption, the person requesting redemption may bring a legal action within two months from the date the redemption claim was made to the board.

The redemption amount shall be paid within one month from the time the redemption amount is determined.