Articles of Association

(This English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish text the Swedish text shall prevail.) 

§ 1 Company name

The name of the company is Indutrade AB. The company is a public company (publ). 

§ 2 Registered office

The Board of Directors shall have its registered office in the municipality of Stockholm. 

§ 3 Object of the company

The object of the company’s business is to, directly or through subsidiaries, pursue trade in connection with import and export of machines, raw materials and finished and semi-finished goods and industrial supplies as well as engage in manufacturing, preferably within the plastics, mechanical and chemical industries and to conduct other business activities related thereto. 

§ 4 Share capital and number of shares

The share capital of the company shall amount to not less than SEK one hundred and twenty million (120,000,000) and not more than SEK four hundred and eighty million (480,000,000). The number of shares shall be not less than 60,000,000 and not more than 240,000,000. 

§ 5 Financial year

The financial year of the company shall be the calendar year. 

§ 6 Board of Directors

The Board of Directors shall, to the extent elected by the shareholders’ meeting, consist of not less than three directors and not more than eight directors. 

§ 7 Auditors

The company shall have not less than one and not more than two auditors and not more than two deputy auditors. An authorized public accountant or a registered accounting firm shall be appointed auditor and, if applicable, deputy auditor. 

The Board of Directors is authorized to, for a period up until the next Annual General Meeting, appoint one or several special auditors to audit statements or plans prepared by the Board of Directors in accordance with the Swedish Companies Act (2005:551) in relation to issue of shares, warrants or convertibles containing provisions on consideration in kind or provisions stating that subscription shall be made through set-off of claims or other provisions, transfer of own shares against non-cash consideration, reduction of the share capital or the statutory reserve, merger or demerger of the company. An authorized public accountant or a registered accounting firm shall be appointed such special auditor. 

§ 8 Notice of shareholders’ meeting

A notice convening a shareholders’ meeting shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. Announcement to the effect that a notice convening a shareholders’ meeting has been issued shall be made through advertisement in Dagens Nyheter. 

§ 9 Shareholders’ meeting

Shareholders’ meetings may be held in the municipality of Stockholm, Gothenburg or Malmö. 

Shareholders wishing to participate in shareholders’ meetings must notify the company of their attendance no later than on the day stated in the notice convening the meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the meeting. 

A shareholder may be accompanied by one or two assistants at the shareholders’ meeting, but only if the shareholder notifies the company in the manner prescribed in the paragraph above. 

§ 10 Chairman of the shareholders’ meeting

The Chairman of the Board or a person appointed by the Board of Directors shall open the shareholders’ meeting and chair the discussions until a Chairman is elected by the meeting. 

§ 11 Items of business at the Annual General Meeting

The following business shall come before the Annual General Meeting;

  1. Election of a Chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons to verify the minutes;
  5. Determination as to whether the meeting has been duly convened;
  6. Presentation of the annual report and the audit report and, if applicable, consolidated accounts and the audit report of the group;
  7. Resolutions on:
    a) adoption of the income statement and balance sheet, and, if applicable, the consolidated income statement and consolidated balance sheet;
    b) distribution of the company’s profit or loss in accordance with the adopted balance sheet;
    c) discharge from liability for the directors and the President and CEO;
  8. Determination of the number of directors and, if applicable, the number of auditors and deputy auditors;
  9. Determination of directors’ fees and, if applicable, auditors’ fees;
  10. Election of directors, Chairman of the Board and, if applicable, auditors and deputy auditors;
  11. Any other matter on which the meeting is required to decide pursuant to the Swedish Companies Act (2005:551) or the Articles of Association. 

§ 12 Central Securities Depository Provision

The company’s shares shall be registered in a Central Securities Depository Register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479). 

These Articles of Association were adopted by the Annual General Meeting held on 27 April 2016.