Articles of association
§ 1 Company name
The company’s name is Fasadgruppen Group AB (publ).
§ 2 Registered office
The company shall have its registered office in Stockholm.
§ 3 Object of the company
The objects of the company’s business is to purchase, divest, own and administer shares and securities as well as to conduct other activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.
§ 5 Number of shares
The number of shares shall be not less than 20,000,000 shares and not more than 80,000,000 shares.
§ 6 Board of directors
The board of directors shall consist of not less than three members and not more than ten members without deputy members.
§ 7 Auditor
The company shall have one auditor. A registered accounting firm may be appointed as auditor.
§ 8 Notices of general meetings
Notice of a general meeting shall be made by an announcement in the Swedish Official Swedish Gazette and by making the notice available on the company’s website. The company shall advertise in Svenska Dagbladet that notice has been made.
§ 9 Right to participate at general meetings
Shareholders who wish to attend a general meeting must give notice of attendance to the company not later than the day set out in the notice to attend the general meeting.
Shareholders may be accompanied by not more than two advisers at the general meeting, however, only if the shareholder has notified the company of the number of advisers in the manner stated in the previous paragraph.
The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a general meeting.
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4 of the Swedish Companies Act.
The board of directors may, before a general meeting, decide that the shareholders shall have the right to exercise their voting rights by post in accordance with Chapter 7, Section 4 a of the Swedish Companies Act.
§ 10 Matters to be addressed at annual general meetings
The following matters shall be addressed at annual general meetings:
1. Election of chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Submission of the annual report and the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report for the group
7. Resolutions regarding:
a) Adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet
b) Allocation of the company’s profit or loss according to the adopted balance sheet
c) Discharge from liability for the members of the board of directors and the CEO
8. Determination of the number of members of the board of directors
9. Determination of the fees to be paid to the members of the board of directors and the auditor
10. Election of members of the board of directors and auditor
§ 11 Financial year
The company’s financial year shall be the calendar year.
§ 12 CSD clause
The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositaries and Financial Instruments Accounts Act.