Articles of Association

§1 NAME

The corporate name is Plantagon International AB.

 

§2 DOMICILE

The Board of Directors has its legal domicile in the city of Stockholm, Sweden.

 

§3 ACTIVITY

The object of the company’s activity is development, sales and franchising of new technology for production of cultivated food, selling cultivated food directly to consumers, selling cultivated food directly to industry, development of technologies for production of medicine, development of technologies for production of pesticide, development of technologies for production of paper pulp, consulting on strategy, management, education, communication, Public Relations, Public Affairs, research projects, risk projects and with that compatible activity.

The purpose of the company is to prepare maximum profit and social influence through profitability, growth of value and a core business that contributes to a sustainable development of society according to principles set in the Global Compact of the United Nations and the Earth Charter. Doing this, the company shall be a driving force in developing the possibility of shareholders, managements and entrepreneurs to understand, look out for and use their influence over the future of humanity through working for a sustainable financial, social and political development towards a market with “a human face”. The company shall manifest the obvious possibilities a company has to be of benefit to mankind and during this work contribute to a development of for-profit organizations using alternative ownership, ideological driving forces and a visionary leadership.

 

§4 SHARE CAPITAL

The share capital shall be lowest SEK 100 000 and highest SEK 400 000.

 

§5 NUMBER OF SHARES

Number of shares shall be lowest 100 000 and highest 400 000.

 

§6 VOTING

The shareholders or their representatives can only vote for the total represented shares at the shareholders’ meeting.

 

§7 BOARD OF DIRECTORS

The board of directors shall consist of between 4 (four) and 20 (twenty). The number of directors shall be equal. It is allowed to appoint one deputy for each director.

The chairman of the board, who shall be nominated until the end of the following general shareholders meeting, shall be nominated by the board. If the number of votes are equal, Onondaga Nation and SWECORP Citizenship Stockholm AB shall jointly appoint one of the directors as the chairman. If Onondaga Nation and SWECORP Citizenship Stockholm AB cannot agree on the appointment of the chairman, the appointment of the chairman shall alternate between the parties and Onondaga Nation shall be entitled to appoint the chairman the first time.

 

§8 AUDITOR

Lowest one, highest two auditors with highest two deputies are appointed to review the annual report of the company and the administration of the Board of Directors and CEO.

 

§9 NOTICE TO ATTEND SHAREHOLDERS MEETING

Notice to attend shareholders meeting shall be distributed by mail or e-mail, earliest six weeks and latest four weeks before the date when the shareholders meeting is held.

 

§10 MATTERS OF GENERAL SHAREHOLDERS MEETING

Following matters are mandatory on general shareholders meeting.

1. Election of chairman for the meeting.

2. Establishment and approval of voting roster.

3. Approval of proposed agenda.

4. Where appropriate, election of one or more person who checks and approves the minutes of the meeting.

5. Examination of if the meeting was rightly called together.

6. Presentation of annual report and auditor’s report.

7. Decisions on
a. establishment of profit and loss account and balance sheet,
b. disposal concerning the company profit or loss according to the established balance sheet,
c. approval of that the activities complied with the purpose requirements as stated in the Articles of Association and
d. freedom from responsibility for the members of the board and CEO.

8. Establishment of remunerations for Board of Directors and auditor.

9. Election of Board of Directors and where appropriate election of auditor and auditor deputies and deputies for the members of the board.

10. Other matter depending on the shareholders meeting according by the Swedish Companies Act or the Articles of Association.

 

§11 FINANCIAL YEAR

The financial year of the company shall comprise the period January 1 – December 31.

 

§12 PRE-EMPTION

If a share has been transferred to other party, the share shall immediately be offered to other shareholders through announcement in writing to the Board of Directors. The possessor shall prove its acquisition of the share and, when the share was transferred through purchase, also announce the purchase prise.

After announcing the transfer of the share, the Board of Directors shall immediately notify any and all entitled to purchase the shares. Any and all entitled to purchase the shares shall be instructed that, if they wish to use their right to purchase the share, they shall announce this to the company within 60 days from the effective date of the announcement to the Board of Directors concerning the transfer of the share.

If more than one entitled to purchase the shares wishes to use their right to purchase the share the right of presidence shall be appointed by the drawing lots, carried out by Notarius Publicus. However, if several shares was offered simultaneously they should, as far as possible, be divided among those who has announced their right to purchase the share, proportionate to previous shareholding.

If the shares were transferred through purchase the surcharge shall be represented by the purchase price.

In other cases than above, or if total agreement can not be reached concerning the fee, it shall be decided by arbitrators according to The Arbitration Act (Lagen om skiljeförfarande, 1999:116).articles-association

Payment of the surcharge shall be made not later than 30 days from the date when the surcharge was decided.

If no one entitled to purchase the shares announces their wish to use their right to purchase the share within due time, the announcer of the pre-emption is entitled to be registered as subscriber of the share.