The Articles of Association for Lindab International AB Corporate Id. No. 556606-5446
§ 1 COMPANY NAME
The company's name is Lindab International AB. The company shall be a public company.
§ 2 REGISTERED OFFICE
The registered office shall be in the municipality of Båstad.
§ 3 OBJECTS
The object of the company's operations shall be to, directly and indirectly via subsidiaries, develop, produce and sell products to the ventilation industry and construction industry and to perform activities compatible therewith. In addition, the company shall own and manage movable property and real property, securities and shares in operating companies.
§ 4 SHARE CAPITAL
The share capital shall be not less than SEK 60,000,000 and not more than SEK 240,000,000.
§ 5 NUMBER OF SHARES
The number of shares shall be not less than 60,000,000 and not more than 240,000,000.
§ 6 BOARD OF DIRECTORS
The company's board of directors shall consist of not less than three and not more than ten members with not more than ten deputies. Members and deputies shall be elected at general meetings of the company for a term of office until the end of the first annual meeting held thereafter.
§ 7 AUDITORS
The company shall have a registered public accounting firm or one or maximum two auditors and one or maximum two deputy auditors.
§ 8 NOTICES OF MEETINGS
Notice of a general meeting of shareholders shall be made in the form of an
announcement in Post och Inrikes Tidningar (The Official Gazette) and on the Company’s website. An announcement shall be made in Dagens Industri that notice has been given.
§ 9 PARTICIPATION AT GENERAL MEETINGS
Shareholders who wish to participate at general meetings must be included on the printout or other copy of the entire shareholders' register as of five (5) weekdays prior to the meeting and must submit notice to the company not later than 4.00 pm on the day set forth in the notice to attend the meeting. The aforementioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than five weekdays prior to the meeting.
§ 10 MATTERS TO BE ADDRESSED AT ANNUAL GENERAL MEETINGS
The following matters shall be addressed at annual general meetings:
1. Election of a chairman for the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to check the minutes
5. Determination of whether the meeting was duly convened
6. Presentation of annual report and auditor's report and, where applicable, the consolidated accounts and auditor's report for the group
7. Resolutions on:
a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
b) allocation of the company's profits or losses in accordance with the adopted balance sheet
c) discharge from liability for the members of the board of directors and, where applicable, the president
8. Determination of the number of members of the Board of Directors and deputies
9. Determination of fees for the Board of Directors and, where applicable, auditors' fees
10. Election of the Board of Directors and, where applicable, election of the auditors
11. Other matters to be addressed by the meeting in accordance with the Companies Act or Articles of Association.
§ 11 LOCATION OF THE GENERAL MEETING
The general meeting shall be held in the municipality where the board has its registered office or in the municipality of Ängelholm.
§ 12 FINANCIAL YEAR
The company's financial year shall be the calendar year.
§ 13 CENTRAL SECURITIES DEPOSITORY REGISTER
The company's shares shall be registered in a central securities depository register in accordance with the Financial Instruments Accounts Act (SFS 1998:1479).
This Articles of Association has been adopted at the Annual General Meeting held on 15 May 2013.
This is a translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.