Corporate governance

Articles of association

Adopted at the Annual General Meeting 2018-04-20

§1 Company
The company's company is Midsummer AB. The company is public (publ).

§2 Seats
The Board has its seat in Stockholm.

§3 Operations
The company's operations are to develop alternative energy sources as well as other technological developments in the energy industry as well as related operations.

§4 Share capital
The share capital shall amount to a minimum of SEK 900,000 and a maximum of SEK 3,600,000.

§5 Number of shares
The company shall have a minimum of 22,500,000 and a maximum of 90,000,000 shares.

§6 Financial year
The company's financial year shall be calendar year.

§7 Board of Directors
The Board of Directors shall consist of a minimum of three and a maximum of seven members.

The Board is elected annually at the Annual General Meeting for the time until its next Annual General Meeting has been held.

§8 Auditor
For a review of the company's annual report and the administration of the Board of Directors and the CEO, at least one and at most two auditors are appointed with or without deputies or one or two registered accounting firms.

§9 Notice of Annual General Meeting
Notice of the Annual General Meeting shall be made through advertising in Post- och Inrikes Tidningar and on the company's website. At the time of the notice, information that notice has been given shall be announced in Dagens Industri.

Notice of Annual General Meeting shall be no earlier than six weeks and no later than four weeks prior to the Annual General Meeting, however, notice of Extraordinary General Meeting, which shall not deal with the question of amendment of the Articles of Association, must be made no later than three weeks before the Annual General Meeting.

§10 Annual General Meeting  
In order to participate in the Annual General Meeting, shareholders must register with the Company no later than the date stated in the notice of the Meeting. This day must not be Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and not fall earlier than the fifth weekday before the Meeting.

§11 Matters at the Annual General Meeting
The following issues must be discussed at the AGM:

  1. Election of chairman at the meeting.
  2. Establishment and approval of voting length.
  3. Approval of the draft agenda.
  4. Election of one or more adjusting officers.
  5. Examination of whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor's report and, where applicable, the consolidated accounts and the auditors' report.
  7. Decide on
    (a) the preparation of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet;
    (b) transactions regarding the company's profit or loss in accordance with the adopted balance sheet; and
    c) discharge from liability for the members of the Board of Directors and the CEO.
  8. Determination of fees to the members of the Board and, where applicable, auditors.
  9. Determination of the number of board members and, where applicable, auditors, deputy auditors or registered accounting firms.
  10. Election of the Board of Directors and, where applicable, auditors, deputy auditors or registered audit firms.
  11. Other matter, arriving at the Annual General Meeting pursuant to the Companies Act or the Articles of Association.


§12 Reconciliation reservation 

The shareholder or trustee who, on the record day, is entered in the share register and recorded in a record register, according to Chapter 4. the Act (1998: 1479) on central securities depositories and the keeping of financial instruments or the one recorded in a reconciliation account in accordance with Chapter 4. Section 18, first paragraph 6–8 of the said Act, shall be presumed to be competent to exercise the rights set forth in Chapter 4. Section 39 of the Companies Act (2005: 551).

Board

Jan Johansson – Board member since 2021, Chairman since 2021

CHAIRMAN, BORN 1954

Jan Johansson was previously the CEO of SCA and Boliden and has held senior executive roles at companies such as Telia, Vattenfall and Shell. He has a Master’s in Law from Stockholm University. Other Board assignments include Vinda, Organoclick, Optigroup, Kährs Group and Serneke. Independent of the Company and its major shareholders.

Shareholding: 41,000 shares.

Jan Lombach - Board Member since 2006

MEMBER, BORN 1955

Jan Lombach is a lawyer and active in the venture capital industry. Among other things, he has been a partner in the law firm Vinge KB between 1993 and 2008, an international partner in the law firm White & Case LLP between 2008 and 2012 and now runs his own business. Other Board assignments include by the chairman of the board of Cliens Kapitalförvaltning AB and board member of the Swedish Shareholders' Association's National Association. Jan Lombach has a juror. Laws. and studies in national and business economics from Uppsala University and Harvard University. Independent in relation to the Company and major shareholders.

Shareholding privately and via companies: 3,023,980 shares and 1,259,990 warrants of the TO1 series.

Mr. Philip Gao - Board Member since 2015

MEMBER, F. 1990

Philip Gao is CEO of Sunflare Solar Co. in California responsible for sales in the US market. Philip holds a bachelor's degree in economics and environmental science from the University of California, Santa Cruz. Independent in relation to the Company. Not independent in relation to major shareholders.

Shareholding: 6,305,400 shares.

Lisa Pers-Ohlsén – Board member since 2021

MEMBER, BORN 1963

Lisa Pers-Ohlsén is a freelance marketer and communicator. Her previous jobs include Head of Marketing of Comfort-kedjan AB and Rusta AB, and strategist for the communication agency RBK Communication. Lisa has a Master’s in Business and Management, specialising in marketing from Uppsala University. Independent of the Company and its major shareholders.

Shareholding: 2,918 shares.

Claes Hofmann – Board member since 2021

MEMBER, BORN 1958

Claes Hofmann is a structural engineer and works as a management consultant. He was previously the CEO of Nordic Datadistribution AB, Synergica AB and Sundvalls Byggnads AB. Claes has also been the European Managing Director and Board member of Skillsgroup plc, a UK-based publicly-listed IT company.

Idag är Claes ägare av Gapol AB som är ett konsultföretag speciellt inriktat på att ge stöd för ägarledda företag i snabb tillväxt. Övriga styrelseuppdrag är bl a ordförande för Kjellander & Sjöberg Arkitektkontor Aktiebolag. Oberoende i förhållande till större aktieägare.

Shareholding privately and via companies: 80,952 shares and 80,952 warrants of the TO1 series.

Johan Magnusson – Board member since 2021

MEMBER, BORN 1963

Johan Magnusson är VD och koncernchef för Kährs Group sedan år 2019. Tidigare var han VD inom Owens Corning-koncernen med ansvar för Paroc Technical Insulation. Han har tidigare innehaft ledande poster vid Assa Abloy, Ruukki, Swedoor och Hilding Anders. Johan är civilekonom från Växjö universitet.  Inga övriga styrelseuppdrag utanför Kährs-koncernen. Oberoende i förhållande till Bolaget och större aktieägare.

Management

Sven Lindström, CEO

Sven Lindström is one of the founders of Midsummer and has previous experience from the CD / DVD industry, including. as head of subsidiary for M2 America Corp, which was M2 Engineering AB's wholly owned US subsidiary. Previously, he was Product Manager for their recordable CD and DVD formats. Prior to that he also worked at Mannesmann VDO AG in Frankfurt and IBM Svenska AB in Järfälla. MSc in Industrial Economics, International with Japanese specialization from Linköping University of Technology. Independent of major shareholders. Not independent in relation to the Company.

Shareholding: 1,121,169 shares and 9,530 Warrants of series TO1.

Eric Jaremalm, Chief Financial Officer

Eric Jaremalm is one of the founders of Midsummer and is responsible for all financial planning and analysis as well as accounting and accounting etc. Previous experience from i.a. Micronic Japan KK responsible for research and development cooperation with Japanese semiconductor manufacturers and as project manager for installation and production start of equipment for semiconductor manufacturing in Japan.

Eric Jaremalm, who was a classmate of Sven Lindström, holds the same MSc in Industrial Economics, internationally with Japanese specialization from Linköping University of Technology. In addition, Eric studied for two years in Japan at Meiji University in Tokyo and Nanzan University, Nagoya. Eric Jaremalm speaks Japanese.

Aktieinnehav inkl närstående: 687 640 aktier och 12 780 teckningsoptioner av serie TO1.

Klara Takei, Head of Research and Development Projects

Klara Takei is head of research and development projects at Midsummer and responsible for hardware-related research and development. She has previously worked in the glass industry and with her own art glass, including at Hadeland Glassverk in Norway and a number of smaller studio cabins in the Nordic and UK. After saddling as an engineer, Klara has been at Midsummer since 2014.

Klara Takei holds a Master of Science degree in materials design from KTH with a master's degree in sustainable energy technology, as well as a vocational degree from the Swedish Riksglasskolan in Orrefors.

Shareholding: 36,450 shares and 15,185 warrants of series TO1.

Alex Witt, Chief Operating Officer

Alex Witt has worked at Midsummer since 2010 as production manager, software manager and now as operations manager. After studying Alex worked at the Micronic Laser System (now called Mycronic) in Täby. At Micronic he worked for 8 years where he installed machines, among other things, at clients, worked as a service engineer and as project manager. Micronic manufactured large laser generators for the production of photomasks used in the manufacture of flat screens. Alex has also worked as a designer / project manager for Trancel (now called Restatic Trancel) in Frölunda, Gothenburg. Trancel manufactures machines for the paper industry and the installations were usually large plants with different stations with belt conveyors between the stations where the plant could be more than 100 meters long. Alex holds a Master of Science degree in Mechanical Engineering from KTH Stockholm with a focus on computer support for design and manufacturing.

Shareholding: 405,160 shares and 72,260 warrants of series TO1.

Maria Huttunen, Head of Construction

Maria Huttunen has been the design manager at Midsummer since 2016 and is responsible for the design department's hardware development. She started at Midsummer 2010 as Junior Machine Engineer after completing her thesis on recycling of materials at Bombardier Transportation in Västerås.

Maria holds a Master of Science degree in Design and Product Development from the Royal Institute of Technology in Stockholm.

Shareholding: 12,573 shares and 5,235 warrants of series TO1.

Linda Sjölander, HR Manager

Linda Sjölander has worked at Midsummer since January 2018 and is responsible for the company's HR and administration. She has broad experience in the service industry from a number of senior positions. Most recently, she comes from a position as Head of Coor Conference at Coor Service Management where she worked with recruitment, personnel responsibility, HR development, budget and sales.

Shareholding including related parties: 26,716 shares and 15,297 warrants of series TO1.

Torbjörn Andersson, Process Manager

Torbjörn Andersson has worked at Midsummer since 2017 with a focus on the DUO machines and process development. Prior to joining Midsummer, Torbjörn has been, among other things, project manager and technology developer at Techmarket Sweden AB. Torbjörn holds a degree from the Chemical Engineering Program at the Royal Institute of Technology with a focus on energy and environmental technology. He has also pursued language and engineering studies at Tsinghua University in Beijing and holds a degree in business administration and leadership from Blekinge Institute of Technology.

Shareholding: 20,945 shares and 8,725 warrants of series TO1.

Auditor

KPMG AB has been Midsummer AB's auditors during the years 2007-2020.

KPMG AB was re-elected as an audit firm in Midsummer AB during the 2020 AGM for the time until the next AGM 2021.

KPMG AB has appointed Mattias Lötborn as Chief Auditor. The decision was unanimous.

KPMG AB, Box 743, 194 27 Upplands Väsby.

Nomination Committee

The Nomination Committee has been appointed in consultation with the five largest shareholders or voting groups according to shareholder statistics from Euroclear Sweden and other reliable owner information in accordance with the decision of the Annual General Meeting.

The Nomination Committee's task is to prepare proposals for the Annual General Meeting regarding the Chairman of the Meeting, the Board of Directors, the Chairman of the Board, the Board fees with the division between the Chairman and other members of the Board, and remuneration for committee work, auditors and fees for auditors, and, where applicable, proposals for revision of the Nomination Committee's principles.

The Nomination Committee for the 2021 Annual General Meeting of Midsummer AB (publ) consists of Chairman Peter Lindell, appointed by Cidro Förvaltning AB. Other members are Philip Gao, who represents his own and related parties' holdings, Sven Lindström appointed by founders and shareholders employed by Midsummer, Jan Lombach, Chairman of the Board, who represents his own holdings, and Oskar Börjesson, appointed by Skandia funds.

Shareholders who wish to submit proposals to the Nomination Committee may do so in writing to:

Nomination Committee
Midsummer AB (publ)
Elektronikhöjden 6
175 43 Järfälla

Or by e-mail to: valberedningen@midsummer.se

In order for the Nomination Committee to be able to process the submitted proposals in a constructive way, these should be submitted to the Nomination Committee by 28 February 2021.

Annual General Meetings

Annual General Meeting

Midsummers årstämma 2021 ägde rum fredagen den 4 juni 2021.

Kommuniké från Midsummers årsstämma 2021

Pressmeddelande_kommuniké från Midsummer ABs årsstämma 2021

Communiqué from Midsummer's Annual General Meeting 2020

Pressmeddelande_kommuniké från Midsummer ABs årsstämma 2020

Notice of the Annual General Meeting of Midsummer AB 2020

Notice of the Annual General Meeting of Midsummer AB 2020

Authorization for the 2020 Annual General Meeting

Authorization for the 2020 Annual General Meeting

Post voting form 2020

Post voting form 2020

Extra General Meeting 2020

 

An Extra General Meeting of Midsummer was held in Kista on October 15, 2020.

Notice of Extraordinary General Meeting

Pressmeddelande_kallelse till extra bolagsstämma 2020

Form for postal voting and registration

Form for postal voting and registration

Proxy form

Proxy form

Auditor's opinion

Revisorns yttrande 13_6_14_8

The Board's decision on the rights issue of units

The Board's decision on the rights issue of units

The Board's proposal for issue authorization

The Board's proposal for issue authorization

Board report

Styrelsens redogörelse 13_6_14_8

Option terms

Option terms

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Elektronikhöjden 6
175 43 Järfälla

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