Articles of Association
§ 1 Name
The company's name is Bulten AB. The company is a public limited liability company (publ).
§ 2 Registered office
The company´s registered office shall be situated in Gothenburg.
§ 3 Object of the company’s business
The object of the company’s business is to, directly or indirectly, pursue industrial trading- and service business primarily within the mechanic, electronic and construction industry, to own and manage real property and other property, to carry out administrative work for subsidiaries and to carry out other activities compatible therewith.
§ 4 Share capital and number of shares
The company’s share capital shall not be less than SEK 6,000,000 and not more than SEK 24,000,000. The number of shares shall not less than 12,000,000 and not more than 48,000,000.
§ 5 Financial year
The company’s financial year shall be the fiscal year.
§ 6 Board of Directors
The board shall consist of not less than three and not more than ten members without deputy directors.
§ 7 Auditor
The company shall have not less than one and not more than two auditors with not more than two deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorized public accountant or a registered public accounting firm be elected. The board of directors may, for a period lasting not longer than until the end of the next annual general meeting, appoint one or several special purpose auditors to audit a statement of the board of directors in connection with an issue of new shares where shares may be paid for in kind or subscribed for with a right to set‐off or otherwise conditionally, or a merger scheme. As such special purpose auditor shall be appointed an authorized public accountant or a registered public accounting firm.
§ 8 Notice of general meeting
Notice convening a general meeting shall be issued by advertisement in the Swedish Official Gazette (Sw. Post‐ och Inrikes Tidningar) and by posting the notice on the company’s website. The issuing of notice of a general meeting shall be published in Dagens Industri.
§ 9 Right to participate in a general meeting
A shareholder who wants to take part in the negotiations at a general meeting shall, on the one hand be listed in a print‐out or any other description of the share register in whole regarding the circumstances five weekdays prior to the general meeting, on the other hand, notify the company at the latest on the day that is set forth in the notice convening the general meeting. The last mentioned day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than on the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only where he or she has given the company notice of the number of advisors in the manner stated as for the shareholders notice for participation.
§ 10 Business at annual general meetings
General meetings can be held in Stockholm or Gothenburg.
The following matters shall be addressed at annual general meetings:
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 who shall approve the minutes of the meeting;
5. determination of whether the meeting has been duly convened;
6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company's profits or losses in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. determination of the number of members of the board of directors and, when applicable, the number of auditors and deputy auditors;
11. determination of fees for members of the board of directors and auditors;
12. election of the members of the board of directors, chairman of the board of directors, auditors and, when applicable, deputy auditors, and, in connection therewith, where applicable, report on the work of the nomination committee;
13. adoption of guidelines for remuneration for the management;
14. adoption of instructions for the election committee;
15. resolutions regarding other matters which are prescribed in the Swedish Companies Act or the company’s articles of association.
§ 11 Record day provision
The shares of the company shall be registered in a record day register in accordance with the Swedish Financial Instruments Act (1998:1479).