Our guidelines
We apply the Swedish Companies Act and the rules and recommendations that follow from our listing on the First North Growth Market. In addition, we follow the provisions set out in our Articles of Association.
Corporate governance code
The Swedish Code of Corporate Governance (the ‘Code’) is to be applied by all companies whose shares or depository receipts are traded on a regulated market in Sweden. Regulated markets are currently Nasdaq Stockholm and NGM Main Regulated. Binero Group is listed on First North Growth Market and is therefore not obliged to apply the Code. However, the Code is an important part of the Company's corporate governance guidelines and the Company complies with the Code's rules in significant parts regarding board work. In the event that the Code becomes binding for Binero Group, the Company will apply it.
General meeting
The General Meeting is the highest decision-making body where shareholders exercise their voting rights. At the Annual General Meeting, decisions are made regarding the annual report, dividends, election of the Board of Directors and, where applicable, election of auditors, remuneration of Board members and auditors and other matters in accordance with the Swedish Companies Act and the Articles of Association. According to Binero's Articles of Association, notice of a General Meeting shall be published in Post- och Inrikes Tidningar and on the company's website. The fact that a notice of general meeting has been issued shall be announced in Svenska Dagbladet. Notification of the General Meeting shall be made in accordance with what is stated in the notice.
Shareholders who wish to have a matter dealt with at a general meeting must request this in writing to the Board. The request must normally be received by the Board of Directors no later than one week before the earliest date on which notice of a general meeting may be issued under the Swedish Companies Act. Any shareholder who submits a request with sufficient notice is entitled to have the matter considered at the general meeting.
Documents for the General Meeting
Click to view all documents related to each general meeting.
Financial statements
Audit and auditor
Elected Auditor: Öhrlings PricewaterhouseCoopers AB, reg. no. 556029-6740
Auditor in charge: Tobias Stråhle
Address of Öhrlings PricewaterhouseCoopers AB: Torsgatan 21, 113 97 STOCKHOLM
Certified adviser
Redeye AB
In its role as Certified Adviser, Redeye guides and monitors the company's compliance with the rules of Nasdaq First North Growth Market.
Redeye Certified Advisers can be reached at
E-mail: certifiedadviser@redeye.se
Telephone: 08-121 576 90
Transparency register
This register relates to insiders who are obliged to report their holdings and trading in shares and other securities in Binero Group AB. Binero Group's practice is that insiders should not trade in the company's shares or other securities during the silent period, 30 days before the financial report. the Financial Supervisory Authority's Transparency Register
Election Committee
Instructions for the Nomination Committee
The Nomination Committee shall consist of representatives of the three largest shareholders, of which the representative of the largest shareholder shall be the convener. The nomination committee shall appoint a chairman from among its members. The names of the members of the Nomination Committee and the shareholders they represent shall be announced no later than 31 October and shall be based on the known ownership as of 30 September.
In the event of a change of holding
If a shareholder who is represented on the nomination committee as a representative of one of the three largest shareholders no longer belongs to the three largest shareholders after the announcement, its representative shall make its seat available and such shareholder who at that time belongs to the three largest shareholders shall be offered a seat on the company's nomination committee instead. However, marginal changes need not be considered. Shareholders who have appointed a representative to the nomination committee have the right to dismiss such member and appoint a new representative.
Mission statement
The Nomination Committee shall prepare proposals on the following issues for decision by the AGM:
- Chairman of the meeting
- Remuneration of the Board of Directors
- Election of Board members and Chairman
- Election of auditors and their fees
- Any proposals for changes in the procedure for appointing the Nomination Committee
Fees to the nomination committee are not paid. However, the company shall be responsible for reasonable costs for the fulfilment of the nomination committee's assignment.
Articles of Association
The Board of Directors shall consist of four to eight members without deputies. A registered auditing firm or one or two auditors, with or without deputy auditors, shall be appointed to audit the annual report and accounts of the company and the administration of the Board of Directors and the Managing Director.
§ 1
The company's name is Binero Group AB (publ).
§ 2
The company's board of directors shall have its seat in the city of Stockholm.
§ 3
The company shall engage in consulting, marketing and operation of computer servers and related activities.
§ 4
The share capital shall be not less than SEK 30 000 000 and not more than SEK 120 000 000.
§ 5
The number of shares shall be not less than 20 000 000 and not more than 80 000 000.
§ 6
The Board of Directors shall consist of four to eight members without deputies. A registered auditing firm or one or two auditors, with or without deputy auditors, shall be appointed to audit the annual report and accounts of the company and the administration of the Board of Directors and the Managing Director.
§ 7
Notice of a general meeting shall be given by advertising in Post- och Inrikes Tidningar and by making the notice available on the company's website. At the same time as the notice is issued, the company shall advertise in Svenska Dagbladet that notice has been issued. In order to participate in the general meeting, shareholders must register with the company no later than the date stated in the notice of the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting. The general meeting shall be held in Stockholm. Shareholders shall also notify the company of the number of assistants in the manner set out in the previous paragraph.
§ 8
The following business shall be transacted at the annual general meeting
- Opening of the meeting
- Election of the chairman of the meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two scrutineers
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditors‘ report as well as the consolidated financial statements and the consolidated auditors’ report
- Decision
- To adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- On the appropriation of the company's profit or loss according to the adopted balance sheet
- Discharge from liability of the members of the Board of Directors and the Managing Director
- Determination of the remuneration of the Board of Directors and, where applicable, the auditor
- Election of members of the Board of Directors and, where applicable, of the audit firm or auditor and any deputies
- Any other business that falls to the meeting under the Companies Act or the Articles of Association.
§ 9
The financial year of the company shall be the calendar year.
§ 10
The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
Other information
The company's organisation number is 556264-3022.
* * * * * *
These Articles of Association were adopted by the Extraordinary General Meeting on 5 June 2023.
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Here you will find contact details for Binero and also for our various teams in Cloud and IT infrastructure services for companies and organisations. You can also fill in the form on the right and we will get back to you directly.
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