Changes of the Companies Act as of 1 July 2007

Content

The changes mainly concern the provisions regarding shares and mergers.

Shares

Provisions regarding split and reverse split of shares will now be introduced in the Companies Act. As of 1 July 2007 a resolution must be made by the shareholders' meeting. The resolution must include information on which day the measures shall take action. The resolution on a split or a reverse split of shares is valid only if all the shareholders, owning shares which does not correspond to a full number of new shares (surplus shares), agree to the measures. Such consent is not required for listed companies.

When filing the changes to Bolagsverket for registration, a copy of the minutes from the shareholders' meeting must be attached, as well as a solemn declaration that consent has been granted, if applicable. The notification must include information on the number of shares of each class of shares in the company after the split or the reverse split.

The new provisions are not applicable for resolutions adopted before 1 July 2007.

Merger and division

In connection with mergers or divisions, in which a part of the compensation shall be in money, it is required that the resolution is adopted by shareholders representing nine-tenths of all the shares of the company for the resolution to be valid.

The memorandum of association

An adjustment regarding the provisions for the memorandum of association will be made. If the appointed auditor is a registered accounting firm, the registration number must be stated.

Proposition

The amendments are published in SFS 2007:317( SFS - Svensk författningssamling – the Swedish Statute Book). The proposition passed by Riksdagen (the Swedish Parliament) is called "Några aktiebolagsrättsliga frågor" (Some questions regarding corporate law) (prop. no. 2006/07:70).

June 14, 2007