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Articles of Association for Nederman Holding Aktiebolag (publ) (company reg. no 556576-4205) is presented below. The Articles of Association were adopted by the Extraordinary General Meeting on 10 April 2007 on condition that the sale price per share during the planned stock market flotation was set no later than 31 December 2007.
1 § Company name
The name of the Company is Nederman Holding Aktiebolag.
The Company is a public company (publ).
2 § Registered office
The registered office of the Board of Directors is in Helsingborg municipality.
3 § Company’s operations
The object of the Company’s operations is to directly or through subsidiaries produce and market products to improve the industrial workplace environment and to own and manage enterprises as well as real estate and personal property, and to engage in compatible operations.
4 § Share capital
The Company’s share capital shall not be lower than seven hundred fifty thousand (SEK 750,000) Swedish kronor and shall not exceed three million (SEK 3,000,000) Swedish kronor.
5 § Number of shares
The number of shares shall be no lower than ten million (10,000,000) and shall not exceed forty million (40,000,000).
6 § VPC-registered company
The Company’s shares shall be registered in a CSD register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
7 § Financial year
The Company’s financial year shall be the calendar year.
8 § Board of Directors
The Board of Directors shall consist of at least three (3) and not more than eight (8) members with a maximum of three (3) deputies. Board members will be elected annually at the Annual General Meeting for the period extending until the close of the next Annual General Meeting.
9 § Auditor
The firm shall have at least one (1) and no more than two (2) auditors, without or with no more than one (1) deputy auditor. An approved or authorised public accountant or a registered
auditing firm shall be appointed auditor and, where appropriate,
deputy auditor.
10 § Notice of Annual General Meeting
Notice of the Annual General Meeting and of Extra General Meetings convened to address amendments to the Articles of Association, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.
Notice of a General Meeting shall be made in the form of an advertisement in the Official Gazette (Post- och Inrikes Tidningar) and Svenska Dagbladet or, if publication of the latter newspaper is canceled, Dagens Industri.
11 § Right to participate in a General Meeting
Shareholders who wish to participate in proceedings at the General Meeting must be included in the transcript of the entire share register pertaining to the situation no later than five (5) weekdays before the general meeting, and they must register with the Company no later than 4 p.m. of the day specified in the notice of the general meeting. This day may not be a Sunday, other general holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve, nor may it fall earlier than the fifth weekday before the general meeting. Shareholders or representatives may be accompanied by a maximum of two assistants at a general meeting, but only if the shareholder has notified the Company of the number of assistants in accordance with the preceding paragraph.
12 § Location of General Meeting
The Annual General Meeting may be held in Helsingborg or
Stockholm.
13 § Annual General Meeting
The Annual General Meeting shall address the following matters:
- Election of the chairperson of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Presentation of the annual report and the auditors’ report, and where appropriate, the consolidated accounts and the auditors’ report on the consolidated accounts;
- Resolution to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
- Resolutions on appropriation of the Company’s profit or loss according to the adopted balance sheet;
- Resolution to discharge members of the Board of Directors and the Chief Executive Officer from liability;
- Determination of the number of board members and deputies, as well as, where appropriate, auditors and deputy auditors;
- Establishment of remuneration to the Board of Directors and, where applicable, the auditors; Election of board members and any deputies and, where appropriate, auditors and any deputy auditors;
Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
- Extraordinary General Meeting for Nederman on 10 April 2007 decided amend the articles of association. The resolution is conditional on the establishment of the sales price in the Offering. The Articles of Association with its changed wording will be registered with the Swedish Companies Registration Office as soon as possible after this condition is met, preliminarily around 15 May 2007. This section presents the Articles of Association in their amended wording in accordance with the aforementioned resolution by the general meeting.
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