Articles of Association

Articles of Association for BEWiSynbra Group AB (publ)

Registration number 556972-1128

Adopted at the extraordinary general meeting held on 26 October 2018

§ 1 COMPANY NAME

The Company's name shall be BEWiSynbra Group AB (publ).

§2 REGISTERED OFFICE

The registered office of the company shall be in the municipality of Solna.

§ 3 OBJECTS OF THE COMPANY

The company shall directly or indirectly conduct production, marketing and sales of customer tailor made packaging solutions and isolation materials and to conduct other business compatible therewith and to conduct services within the company group mainly within administration and finance.

§4 SHARE CAPITAL

The share capital of the company shall be no less than SEK 900,000 and no more than SEK 3,600,000.

§5 NUMBER OF SHARES

The number of shares shall not be lower than 125,000,000 and not higher than 500,000,000.

§6 BOARD OF DIRECTORS

The board shall consist of not less than three and not more than seven permanent members without deputy members. The members shall be elected annually at the annual general meeting of shareholders for the period until the end of the following annual general meeting of the shareholders.

§7 AUDITORS

The company shall have one or two auditors with no more than two deputy auditors or a registered accounting firm.

§ 8 NOTICES

Notice to attend a general meeting shall be made by an advertisement in Post- och Inrikes Tidningar and by keeping it available at the company’s website. Simultaneously with such notice the company shall by advertisement in Dagens Industri inform that the notice has been sent.

A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of five weekdays before the meeting, and notify the company of his/hers intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

The general meeting shall be held at the registered office of the board, or in the municipality of Norrtälje, or in the municipality of Stockholm.

§ 9 SHAREHOLDERS MEETING

At the annual general meeting of the shareholders the following matters shall be dealt with:

  1. Election of chairman of the meeting
  2. Preparation approval of the agenda and approval of voting list
  3. Approval of the agenda
  4. Election of one or two persons to approve the minutes
  5. The question as to whether the meeting has been duly convened
  6. Presentation of the annual report and auditor’s report and, if appropriate, the group annual report and the group auditor's report
  7. Resolutions in respect of:
    • Adoption of the profit- and loss statement and balance sheet and, if appropriate, the group profit- and loss statement and group balance sheet
    • Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
    • The discharge from liability of the directors of the board and the managing director
  8. Determination of the number of permanent members of the board and the number of auditors to be elected at the meeting
  9. Determination of directors' and auditors’ fees
  10. Election of permanent members of the board, chairman of the board, auditors and, if applicable, deputy board members and deputy auditors
  11. Other matters to be dealt with at the meeting pursuant to the Companies Act (2005:551) or the articles of association

 

§ 10 FINANCIAL YEAR

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

§ 11 CENTRAL SECURITIES DEPOSITORY REGISTRATION

The company’s shares shall be registered in a central securities depository (CSD) register pursuant to the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479).