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Articles of Association

Articles of Association, adopted at the Annual General Meeting held on 19 May 2021

The company name is Eolus Vind Aktiebolag (publ).

The Board of Directors has its registered office in Hässleholm, Sweden.

The company is to, directly or indirectly through subsidiaries, carry out project development, construction, sales, operation and management of wind power facilities, other facilities related to renewable energy and facilities for energy storage, and any other associated activities.

Share capital is to amount to a minimum of SEK 18,114,400 and a maximum of SEK 72,457,600, divided between a minimum of 18,114,400 shares and a maximum of 72,457,600 shares.

The minimum number of shares is 18,114,400 and the maximum number of shares is 72,457,600. The shares may be Class A shares or Class B shares. Each Class A share carries 1 vote and each Class B share carries 1/10 of a vote. The maximum number of Class A shares to be issued is 4,114,000 and the maximum number of Class B shares to be issued is 68,343,600.

If the share capital is increased through a cash issue or set-off issue, shareholders have preferential rights to the new shares in proportion to the number they already own. Owners of Class A shares are then primarily entitled to new Class A shares, while owners of Class B shares are primarily entitled to new Class B shares. Shares that shareholders with priority have not subscribed to will be offered to all shareholders, and if the entire number of shares subscribed to due to the latter offer cannot be issued, the shares will be divided among the subscribers in proportion to the number of shares they already own and if this is not possible by a lottery procedure. The same preferential rights apply to the issue of warrants and convertible instruments. If the share capital is increased through a bond issue, Class A shares and Class B shares will be issued in proportion to the number of shares of the same class that already exist. The old shares thus give priority to new shares of the same class in relation to the proportion of the share capital that they represent.

At the request of a shareholder, Class A shares (one or more) belonging to that shareholder will be converted into the corresponding proportion of Class B shares. Such a request for conversion must be made during the months of January and July each year (the “Conversion Periods”). The request for conversion, which must be in writing and indicate the number of shares to be converted, must have been received by the Board of Directors no later than the final day of the current Conversion Period.

The Board of Directors must consider the request for conversion at the end of each Conversion Period. The Board of Directors must then, without undue delay, report this conversion to the Swedish Companies Registration Office. The conversion is effected when it is registered in the Register of Companies and recorded in the Central Securities Depository (CSD) register.

The Board of Directors is to consist of 4 to 10 members with a maximum of 6 deputies. The members and deputies are elected annually at the Annual General Meeting for the period that runs until the end of the next Annual General Meeting.

The Board of Directors may authorise someone who is not on the Board to be a company signatory.

One or two auditors with a maximum of two deputies are elected at the Annual General Meeting. A registered public accounting firm may also be appointed as auditor or deputy auditor.

General Meetings are to be held in Hässleholm, Malmö, Gothenburg or Stockholm.

Notice that a General Meeting is being convened must be issued by placing an advertisement in Post- och Inrikes Tidningar and posting the notice on the company’s website. An advertisement stating that the notice has gone out must be placed in Dagens Industri.

Shareholders who wish to participate in a General Meeting must be included in the printout or another version of the entire shareholders’ register on the record date for the General Meeting as stipulated in the Swedish Companies Act. They must also notify the company by no later than the date specified in the notice. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and be no earlier than the fifth weekday before the meeting.

The following issues are to be considered at the Annual General Meeting, which is held once a year within six months of the end of each financial year:

1. Election of chair of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the draft agenda;
4. Election of two people to check the minutes;
5. Determination of whether the meeting has been duly convened;
6. Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and consolidated auditor’s report;
7. Decisions
a) on adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet;
b) on appropriation of the company’s profit or loss in accordance with the adopted balance sheet;
c) on discharge from liability for the members of the Board of Directors and the CEO;
8. Setting of fees for the Board of Directors and auditors;
9. Election of the Board of Directors and deputies, as well as auditors and any deputy auditors;
10. Other issues that the meeting must address pursuant to the Swedish Companies Act or the company’s Articles of Association.

The Board of Directors may collect proxies pursuant to the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.

The Board of Directors may decide before a General Meeting that the shareholders will be able to exercise their voting rights by post before the meeting is held pursuant to the provisions of Chapter 7,Section 4a of the Swedish Companies Act.

At a General Meeting, each shareholder entitled to exercise their voting right may vote for all shares owned and represented by them without limitation on the number of votes.

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

The company’s shares must be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).

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