Navigo Invest AB (Navigo) will continuously provide the financial market, investors and other stakeholders with information as a basis for a fair assessment of the company.
Navigo distributes all information that may have an impact on prices. The annual report, reports and press releases can also be ordered by email: email@example.com.
The person in charge of shareholder contacts, financial information and shareholder meetings is Victor Örn (CEO), who can be contacted by email: firstname.lastname@example.org.
Nasdaq First North Premier Growth Market
The Nasdaq First North Premier Growth Market is an alternative marketplace operated by the various stock exchanges of the Nasdaq OMX Group. It does not have the same legal status as a regulated market. Companies on the Nasdaq First North Premier Growth Market are regulated by the rules of the Nasdaq First North Premier Growth Market, and not by the legal requirements defined for trading on a regulated market. Investing in companies traded on the Nasdaq First North Premier Growth Market is more risky than investing in listed companies. All companies whose shares are traded on the Nasdaq First North Premier Growth Market have a Certified Adviser who monitors the company’s compliance with the Nasdaq First North Premier Growth Market’s regulatory framework for the provision of information to the market and investors. Nasdaq OMX Stockholm AB approves applications for admission to such trading.
Erik Penser Bankaktiebolag
Box 7405 103 91
Tel: +46 8-463 80 00
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Personal data policy
You have the right to receive information about the personal data we hold about you. Moreover, the statutory conditions allow you to ask for inaccurate data to be corrected, restriction of data or erasure of your personal data. You also have the right to object to any processing based on a balance of interests. As regards processing based on a contractual relationship between us, you have the right to request the transfer of your data to another controller (data portability).
Processing of personal data
Personal data is any information relating to an identified or identifiable natural person, such as name, address, telephone number and email address. You should feel secure in providing your personal data to Navigo Invest AB. Personal data is processed in accordance with the provisions of Swedish privacy protection legislation and the General Data Protection Regulation (GDPR), which entered into force in the EU in May 2018.
Your personal data is used to respond to enquiries and for communication purposes. Your data is also processed for communicating offers, invoicing and providing important information, where appropriate. We will never disclose your data to third parties, except for consultants that we use from time to time to carry out such communication on our behalf, with the proviso that they are only allowed to use your data for the specific communication.
How long do we store your personal data?
Essentially, we store your personal data for as long as required for the provision of our services, or if we deem there to be a legitimate interest for further storage.
We ensure that appropriate technical and organisational measures are taken to protect your personal data from unauthorised access or destruction, unlawful processing or accidental loss or damage. We use secure servers where your personal data is processed and restrict access to personal data within the organisation. Authorisation to access personal data is granted only to individuals within the organisation, as well as the processor, for the sole purpose of allowing these people to perform their duties.
Amendments and additions to our terms and conditions
Last updated on 5 June 2023. We will update the information on this page if we amend any of our terms and conditions.
These Articles of Association apply to the limited company with co. reg. no. 556727-5168, and are adopted at the Annual General Meeting on 30 May 2023.
1. Company name
The company name is Navigo Invest AB (publ). The company is public (publ).
2. Registered office
The registered office of the Board of Directors shall be in Gothenburg.
The company shall conduct technical administration and asset management and related activities.
4. Share capital
The share capital shall amount to not less than SEK 1,000,000 and not more than SEK 4,000,000.
5.1 Number of shares
The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
5.2 Share classes
Two classes of shares may be issued: ordinary shares and preference shares. Ordinary shares may be issued in a number not exceeding the total number of shares in the company. Preference shares may be issued up to a maximum of 1,750,000, and only on one occasion.
5.3 Number of votes
Ordinary shares entitle the holder to one vote. Preference shares entitle the holder to one-tenth of a vote.
If the general meeting decides to award a dividend, preference shares shall have preferential rights over ordinary shares to an annual dividend as set out below.
As of the record date 30 September 2015, the preferred dividend per preference share shall amount to SEK 9.50 per year, divided into quarterly payments, two of SEK 2.40 and two of SEK 2.35 as set out below (the “Preference Dividend”).
Dividends on preference shares shall be paid quarterly. Record dates shall be 30 September (SEK 2.40), 31 December (SEK 2.35), 31 March (SEK 2.40) and 30 June (SEK 2.35). If any such day is not a business day, the record date shall be the business day immediately preceding. The dividend shall be paid on the third business day after the record date. “Business day” means a day that is not a Sunday, another public holiday or a day that is equivalent to a public holiday for the purposes of payment of promissory notes (at present, such days are Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve). The first payment of dividends on preference shares may take place on the payment date that falls in conjunction with the record date of 30 September 2015. The Board of Directors shall have the right to bring forward the record date for dividends on preference shares if the Board of Directors deems this appropriate.
If no dividends have been paid on preference shares, or if only dividends of less than the Preference Dividend have been paid, then provided that the general meeting makes a decision on a dividend, the preference shares shall confer the right to receive, in addition to future Preference Dividends, an amount corresponding to the difference between what should have been paid and the amount paid (“Outstanding Amount”) before dividends are paid on ordinary shares. The Outstanding Amount shall be increased by a factor corresponding to an annual interest rate of ten per cent, starting from the quarterly date on which part of the dividend was paid (or ought to have been paid, if no dividend was paid at all).
Preference shares shall otherwise confer no right to dividends.
5.5 Redemption of preference shares
Reduction of the share capital, but not below the minimum capital, may take place by means of redemption of a certain number of or all preference shares as decided by the Board of Directors. When a decision on redemption is made, an amount corresponding to the amount of the reduction shall be transferred to the reserve fund if the necessary funds are available.
The preference shares to be redeemed shall be allocated pro rata in proportion to the number of preference shares held by each preference shareholder. If the distribution as specified above is not equal, the Board of Directors shall decide on the distribution of excess preference shares to be redeemed.
However, the Board of Directors may decide which preference shares are to be redeemed if the decision is approved by all holders of preference shares.
The redemption amount for each preference share redeemed shall be an amount corresponding to (i) 115 per cent of the amount paid for each preference share in the issue (“the Subscription Price”) plus (ii) any accrued portion of the Preference Dividend and (iii) any Outstanding Amount, increased by an annual interest rate as indicated in section 5.4 above. However, the redemption amount for each preference share redeemed shall never be less than the share’s quota value.
“Accrued portion of the Preference Dividend” refers to the accrued Preference Dividend for the period starting with the day after the last record date for payment of dividends on preference shares, up to and including the date of payment of the redemption amount. The number of days shall be calculated on the basis of the actual number of days in relation to 90 days.
5.6 Dissolution of the company
In the event of dissolution of the company, preference shares shall confer preferential rights over ordinary shares to receive from the company’s assets an amount per preference share, corresponding to the redemption amount calculated as indicated in section 5.5 above at the time of dissolution, before distribution to holders of ordinary shares. Preference shares shall otherwise confer no right to a share of the proceeds.
5.7 Recalculation in the event of certain corporate events
In the event that the number of preference shares is amended through consolidation, split or other similar corporate event, the amount to which the preference share entitles the holder as indicated in sections 5.4 to 5.6 above shall be recalculated in order to reflect this amendment.
5.8 Preferential rights in the case of issues
If the company decides to issue new ordinary shares and preference shares through a cash issue or offset issue, holders of ordinary shares and preference shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares that they already own (primary preferential right). Shares that have not been subscribed in accordance with this primary priority entitlement shall be offered to all shareholders for subscription (subsidiary priority entitlement). If the shares offered in this manner do not suffice for the subscription on the basis of subsidiary priority entitlement, the shares are to be allocated between subscribers in relation to the number of shares that they held previously and, if this is not possible, by lot.
If the company decides to issue only ordinary shares or preference shares by way of a cash issue or offset issue, holders of shares of the class issued shall have preferential rights to subscribe for new shares in proportion to the number of shares of the same class that they already own (primary preferential right). Shares that have not been subscribed in accordance with this primary priority entitlement shall be offered to all shareholders for subscription (subsidiary priority entitlement). If the shares offered in this manner do not suffice for the subscription on the basis of subsidiary priority entitlement, the shares are to be allocated between subscribers in relation to the number of shares that they held previously and, if this is not possible, by lot.
If the company decides to issue warrants or convertibles through a cash issue or offset issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue were applicable to the shares which may be newly subscribed on account of the warrants, or priority entitlement to subscribe to convertibles as if the issue were applicable to the shares against which the convertibles may be exchanged.
The above does not imply any limitation of the possibility to approve a cash issue or offset issue that deviates from the shareholders’ priority entitlement or, after the necessary amendment of the Articles of Association, to issue shares of a new class.
Increasing the share capital by way of a bonus issue with the issuing of new shares may be effected only by issuing ordinary shares. Only holders of ordinary shares shall be entitled to the new shares in such instances.
The above shall not imply any limitation of the opportunity to issue shares of a new type by means of a bonus issue, following the requisite amendment of the Articles of Association.
5.9 Restriction on value transfer
As long as preference shares have been issued, no dividend or other value transfer may be made to shareholders in an amount greater than the company’s cash (which means bank deposits, investments in interest-bearing securities and the unutilised part of working capital credit) after the dividend/value transfer amounts to at least the following amount, in SEK:
1.5 x Preference Dividend x number of outstanding preference shares
The date of calculation/assessment of whether the conditions referred to above are met shall be the date of the decision made on the distribution of profits or other value transfer.
The above shall not entail any restriction on the opportunity to decide on the distribution of profits at the request of a minority of shareholders if there is an obligation to do so under Chapter 18, Section 11 of the Swedish Companies Act.
6. Board of Directors
The Board of Directors shall comprise not less than three and not more than ten members, with no deputies.
The company shall not less than one and not more than two auditors, with not more than two deputy auditors.
8. Place of the General Meeting
The general meeting shall be held in Stockholm or Gothenburg.
9. Notice of a general meeting
Notice of a general meeting shall be published in Post- och Inrikes Tidningar and by making the notice available to view on the company’s website. The fact that notice has been given shall be announced in Dagens Industri.
10. Right to participate in the general meeting
To participate in the general meeting, shareholders shall register with the company no later than the date specified in the notice of the general meeting. This date may not be a Sunday, another 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 general meeting.
Shareholders may bring not more than two assistants to the general meeting, but only if the shareholder notifies the company of the number of assistants in the manner specified in the notice of the general meeting.
The Board of Directors may decide that persons who are not shareholders in the company shall be entitled to attend or otherwise observe the proceedings of a general meeting, under the conditions stipulated by the Board of Directors.
The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4 of the Swedish Companies Act.
Prior to a general meeting, the Board of Directors may decide that shareholders shall be able to exercise their voting rights by post in accordance with Chapter 7, Section 4 a of the Swedish Companies Act.
11. Matters to be considered at the Annual General Meeting
The following matters shall be considered at the Annual General Meeting:
12. Special majority requirements
The following shall apply in addition to any special majority requirements under the Swedish Companies Act.
Any decision (i) amending the Articles of Association which in any way impairs the rights of preference shareholders, (ii) issuing new shares with better rights to the company’s profits or assets than preference shares, and (iii) amending this section 12, shall be valid only if supported by more than two-thirds of the preference shares represented at the general meeting.
13. Financial year
The company’s financial year shall be the calendar year.
14. Record day provision
The company’s shares shall be registered in a central securities depository register in accordance with the Central Securities Depositories and the Financial Instruments Accounts Act (1998:1479).