Governance at Image Systems Group

Image Systems Group AB (publ) is a Swedish public limited liability company. The corporate governance is mainly based on Swedish legislation, primarily the Swedish Companies Act, as well as Nasdaq Stockholm's rule book for issuers and the Swedish Code of Corporate Governance (the Code).

The Code is based on the principle of "comply or explain". The company applies the code and reports no deviations from the Code 2021. The Corporate Governance Report is reviewed by the company's auditors.

In addition to legislation and self-regulatory recommendations and rules, the articles of association form the basis for the governance of the business as well as internal policies and instructions. The Articles of Association specify where the Board of Directors has its registered office, business orientation, rules regarding the general meeting, information about share classes and share capital, etc.

Articles of Association

  1. NAME
    The company's company is Image Systems AB (publ). The company is public.
  2. REGISTERED OFFICE
    The board shall have its registered office in Linköping municipality.
  3. ACTIVITIES
    The object of the company's operations is to, by itself or through fully or partly owned companies, develop, manufacture and sell equipment for non-contact measurement, and to engage in activities compatible therewith.
  4. SHARE CAPITAL
    The share capital shall amount to a minimum of SEK 8,500,000 and a maximum of SEK 34,000,000.
  5. NUMBER OF SHARES
    The number of shares shall amount to a minimum of 85,000,000 shares and to a maximum of 340,000,000 shares.
  6. BOARD OF DIRECTORS
    The Board shall, in addition to the members who by law may be appointed by someone other than the Annual General Meeting, consist of a minimum of four and a maximum of eight members with a maximum of four deputies. Members and deputies are elected annually at the Annual General Meeting for the period until the next annual general meeting has been held. For the review of the company's annual report and accounts as well as the Board’s and the CEO’s administration, the general meeting appoints minimum one and maximum two auditors with at least one deputy auditor or a registered audit firm for the period up to the end of the first annual general meeting held after the year in which the auditor was appointed. All must be authorized auditors.
  7. ANNUAL GENERAL MEETING
    The general meeting must be held in Linköping or Stockholm.
  8. NOTICES
    Notice of the general meeting must be made through advertising in Post- och Inrikes Tidningar and on the company's website. That a summons has taken place must be announced in Dagens Industri. Shareholders who wish to participate in the negotiations at the general meeting must firstly be listed as shareholders in a printout of the entire share register regarding the conditions six banking days before the meeting, and secondly notify the company individually and at most two assistants no later than the day specified in the notice to the general meeting. This day must not be Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and not fall earlier than five weekdays before the general meeting.
  9. MATTERS AT THE ANNUAL GENERAL MEETING
    The Annual General Meeting must be held annually within 6 months from the end of the previous financial year. The following matters shall be considered ar the Annual General Meeting:
    1. Election of a chairman at the meeting.
    2. Establishment and approval of the ballot paper.
    3. Approval of agenda.
    4. Choice of two protocol adjusters.
    5. Examination of whether the meeting has been duly convened.
    6. Presentation of annual report and auditor's report as well as consolidated accounts and consolidated auditor's report.
    7. Decision on the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
    8. Decision on dispositions regarding the company's profit or loss according to the approved balance sheet.
    9. Decision on discharge from liability for the members of the Board of Directors and the CEO.
    10. Determination of the number of board members and deputies.
    11. Determination of fees to the Board and auditor fees.
    12. Election of board members and deputies and, where applicable, auditor (s) and any deputy auditor (s).
    13. Other matters, which come before the Annual General Meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.
      At a general meeting, each person entitled to vote may vote for the full number of shares he or she owns, without limitation in the number of votes.
  10. FINANCIAL YEAR
    The company's financial year shall cover the period 1 January - 31 December.
  11. RECONCILIATION RESERVATIONS
    The company's shares must be registered in a record register in accordance with the Act (1998: 1479) on the accounting of financial instruments.
  12. COLLECTION OF PROXIES AND POSTAL VOTING
    The board may collect proxies according to the procedure specified in the Swedish Companies Act and may decide before a general meeting that the shareholders should be able to exercise their voting rights by post.