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 comply with the provisions set out in our Articles of Association.
Code of Corporate Governance
The Swedish Code of Corporate Governance (the “Code”) shall be applied by all companies whose shares or depositary 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 required to apply the Code. However, the Code forms an important part of the Company's corporate governance guidelines, and the Company complies with the Code's rules in all material respects with regard to the work of the Board of Directors. Should the Code become 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 to board members and auditors, and other matters in accordance with the Companies Act and the articles of association. According to Bineros' Articles of Association, notice of a general meeting shall be given by advertisement in Post- och Inrikes Tidningar and on the company's website. Notice of a general meeting shall be published in Svenska Dagbladet. Registration for a general meeting shall be in accordance with the information provided in the notice.
Shareholders who wish to have a matter dealt with at a general meeting must submit a written request to the board of directors. The request must normally be received by the board of directors no later than one week before the notice of the general meeting may be issued in accordance with the Companies Act. Every shareholder who submits a matter with sufficient notice is entitled to have the matter dealt with at the general meeting.
Documents for the general meeting
Click to view all documents related to each general meeting.
Annual General Meeting on 7 May 2025
Annual General Meeting 7 May 2024
Extraordinary general meeting on 1 February 2024
Extraordinary general meeting on 5 June 2023
Annual General Meeting 5 May 2023
Annual General Meeting 5 May 2022
Extraordinary general meeting on 18 November 2021
Annual General Meeting 6 May 2021
Annual General Meeting on 15 April 2020
Extraordinary general meeting on 9 December 2019
Financial reports
Audit and auditor
Elected auditor: Öhrlings PricewaterhouseCoopers AB, corporate identity number 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 to ensure that it complies with the rules of Nasdaq First North Growth Market.
Redeye Certified Advisers can be reached at
Email: certifiedadviser@redeye.se
Telephone: 08-121 576 90
Transparency register
This register refers to persons with insider status who are required to report their holdings and trading in shares and other securities in Binero Group AB. Binero Group's practice is that persons with insider status should not trade in the company's shares or other securities during a quiet period, 30 days prior to the publication of financial reports. Financial Supervisory Authority's transparency register
Nomination Committee
Instructions for the nomination committee
The Nomination Committee shall consist of representatives of the three largest shareholders, of whom the representative of the largest shareholder shall be the convening representative. The Nomination Committee shall elect a chairman from among its members. The names of the members of the Nomination Committee and the owners 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 in ownership
If an owner who is represented on the Nomination Committee as a representative of one of the three largest shareholders is no longer one of the three largest shareholders after the announcement, their representative shall resign and a shareholder who is one of the three largest shareholders at that time shall be offered a place on the company's Nomination Committee instead. However, marginal changes need not be taken into account. Owners who have appointed a representative to the nomination committee are entitled to dismiss such member and appoint a new representative.
Assignments
The Nomination Committee shall prepare proposals on the following matters for resolution at the Annual General Meeting:
- Chairperson of the meeting
- Board fees
- Election of board members and chairperson
- Appointment of auditors and their fees
- Any proposals for changes to the procedure for appointing the nomination committee
No remuneration is paid to the Nomination Committee. However, the company shall be responsible for reasonable expenses incurred in connection with the Nomination Committee's duties.
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 company's annual report and accounts 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 registered office in the city of Stockholm.
§ 3
The company shall conduct consulting, marketing and operation of data servers and related activities.
§ 4
The share capital shall be no less than SEK 30,000,000 and no more than SEK 120,000,000.
§ 5
Antalet aktier skall vara lägst 20 000 000 och högst 80 000 000 stycken.The number of shares shall be no less than 20,000,000 and no 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 company's annual report and accounts and the administration of the Board of Directors and the Managing Director.
§ 7
Notice of a general meeting shall be given by announcement in Post- och Inrikes Tidningar and by making the notice available on the company's website. At the same time as the notice is given, the company shall announce in Svenska Dagbladet that notice has been given. In order to participate in the general meeting, shareholders shall notify the company no later than the date specified in the notice of the meeting. This date 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 working day prior to the meeting. The general meeting shall be held in Stockholm. Shareholders shall also notify the company of the number of assistants in the manner specified in the preceding paragraph.
§ 8
The following matters shall be addressed at the Annual General Meeting.
- Opening of the meeting
- Election of chairperson at the meeting
- Establishment and approval of the electoral roll
- Approval of the agenda
- Selection of one or two tellers
- Verification that the meeting has been duly convened
- Presentation of the annual report and audit report, as well as the consolidated financial statements and consolidated audit report
- Decision
- On the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
- Disposals relating to the company's profit or loss according to the adopted balance sheet
- Discharge from liability for the members of the Board of Directors and the Chief Executive Officer
- Determination of remuneration for the Board of Directors and, where applicable, the auditor
- Electing board members and, if needed, an audit firm or auditor and any deputies
- Other matters that fall within the competence of the general meeting in accordance with the Companies Act or the Articles of Association.
§ 9
The company's financial year shall be the calendar year.
§ 10
The company's shares shall be registered in a securities register in accordance with the Swedish Central Securities Depository Act (1998:1479) and the Swedish Financial Instruments Accounts Act.
Other information
The company's registration number is 556264-3022.
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These Articles of Association were adopted by an Extraordinary General Meeting on 5 June 2023.
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