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Our guidelines

We apply the Companies Act and the rules and recommendations arising from our listing on First North Growth Market. In addition, we follow the provisions in our articles of association.

Code of Corporate Governance

The Swedish Corporate Governance Code ("the Code") shall be applied by all companies whose shares or depositary receipts are traded on a regulated market in Sweden. Regulated markets currently include 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 forms an important part of the Company's corporate governance guidelines and the Company follows the Code's rules in significant parts regarding the board's work. 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 the 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, if applicable, election of the auditor, remuneration to board members and the auditor, as well as other matters in accordance with the Companies Act and the articles of association. According to Bineros' articles of association, notice of the general meeting shall be made through advertisement in the Official Swedish Gazette (Post- och Inrikes Tidningar) and on the company's website. The notice of the general meeting shall be announced in Svenska Dagbladet. Registration to the general meeting takes place in accordance with what is stated in the notice.

Shareholders who wish to have a matter dealt with at the general meeting must request this in writing to the board. The request must normally be received by the board no later than one week before notice of the general meeting may be issued at the earliest according to the Companies Act. Every shareholder who registers a matter with sufficient notice has the right to have the matter dealt with at the general meeting.

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Financial reports

Audit and auditor

Selected 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 advisor

Redeye Sweden AB

In its role as Certified Adviser, Redeye Sweden AB guides and monitors the company's compliance with Nasdaq First North Growth Markets regulations.

Redeye Certified Advisers can be reached at

Email: certifiedadviser[a]redeye.se

Phone: 08-121 576 90

Register of Interests

This register concerns persons with insider status who have a reporting obligation regarding 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 the silent period, 30 days before the financial report. The Financial Supervisory Authority's insider register

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Nomination Committee

Instructions for the nomination committee

The nomination committee shall consist of representatives of the three largest shareholders, with the representative of the largest shareholder acting as the convener. The nomination committee shall appoint a chairman among themselves. The names of the nomination committee members as well as the owners they represent shall be made public no later than 31 October and shall be based on the known ownership as of 30 September.

 

 

When changing ownership

If an owner, represented on the nomination committee as a representative of one of the three largest shareholders, after disclosure no longer belongs to the three largest shareholders, their representative shall offer their place and such shareholder who at this time belongs to the three largest shareholders shall be offered a place on the company's nomination committee instead. Marginal changes do not need to be taken into consideration. Owners who have appointed a representative on the nomination committee have the right to dismiss such member and appoint a new representative.

Mission

The nomination committee shall prepare proposals on the following issues for decision at the annual general meeting:

  • Chairman at the meeting
  • Board fees
  • Election of board members and chairman
  • Election of auditors and fees for them
  • Any proposals for changes in the procedure for appointing the nomination committee

No remuneration is paid to the nomination committee. However, the company shall cover reasonable costs for the performance of the nomination committee's duties.

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Articles of Association

The board shall consist of four to eight members without deputies. For the audit of the company's annual report together with the accounts as well as the management of the board and the CEO, a registered audit firm or one or two auditors with or without deputy auditors shall be appointed.

§ 1

The company name is Binero Group AB (publ).

§ 2

The company's board shall have its seat in Stockholm.

§ 3

The company shall conduct consultancy operations, marketing and operation of data servers as well as related activities.

§ 4

The share capital shall be at least SEK 175,500,000 and at most SEK 702,000,000.

§ 5

The number of shares shall be not less than 117,000,000 and not more than 468,000,000.

§ 6

The board shall consist of four to eight members without deputies. For the audit of the company's annual report and accounts as well as the board's and managing director's administration, a registered auditing firm or one or two auditors with or without deputy auditors shall be appointed.

§ 7

Notice of the general meeting shall be made by advertising in the Official Swedish Gazette and by making the notice available on the company's website. At the same time as the notice is issued, the company shall inform through an advertisement in Svenska Dagbladet that notice has been given. To participate in the general meeting, shareholders must notify the company no later than the date specified in the notice of the meeting. This date must not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve, and must not fall earlier than the fifth weekday before the meeting. The general meeting shall be held in Stockholm. Shareholders must also notify the number of assistants to the company in the manner indicated in the previous paragraph.

§ 8

The following matters will be addressed at the annual general meeting.

  • Opening of the meeting.
  • Election of the chairman of the meeting.
  • Preparation and approval of the voting list.
  • Approval of the agenda.
  • Election of one or two adjusters.
  • Examination of whether the meeting has been duly convened.
  • Presentation of the annual report and auditor's report as well as the consolidated financial statements and group auditor's report.
  •  Decision
    1. On the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
    2. On disposition of the company's profit or loss according to the adopted balance sheet
    3. On discharge from liability for the members of the board and the Chief Executive Officer.
  • Determination of the board and, if applicable, auditor's fees.
  • Election of board members and, if applicable, accounting firm or auditor and any deputies.
  • Other matter that falls within the scope of the meeting according to 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 central securities depository according to the Act (1998:1479) on central securities depositories and accounting of financial instruments.

Other information

The company's registration number is 556264-3022.

* * * * * *

These articles of association were adopted at an extraordinary general meeting on 1 February 2024.

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