ARTICLES OF ASSOCIATION FOR BEWISYNBRA GROUP AB (PUBL) (556972-1128)
1. COMPANY NAME
The Company’s name shall be BEWiSynbra Group AB (publ). The company is a public company.
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 500,000 and no more than SEK 2,000,000.
5. NUMBER OF SHARES
The number of shares shall not be lower than 10,000,000 and not higher than 40,000,000.
The shares may be issued as series A and series B provided that, shares of each class may be issued with a number corresponding to the entire share capital. Each share of series A shall carry one vote and each share of series B shall carry zeropointnintynine vote (0.99) votes.
6. BOARD OF DIRECTORS
The board shall consist of not less than three and not more than seven permanent members with not less than one and not more than seven deputy members. The permanent 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. PREFERENTIAL RIGHT IN CONNECTION WITH NEW SHARE ISSUE ETC
If the Company decides to increase the share capital by means of a cash issue or an issue through set-off, owners of each class of shares shall have a subscription privilege to new shares of the same class and in relation to the previous holding. Owners of other classes of shares shall have a secondary subscription privilege to for the part of the issue not subscribed for by shareholders entitled to preferential rights. In the event of over-subscription, distribution of shares shall be made in relation to previous shareholding and thereafter, if necessary, by the drawing of lots.
If the Company decides to increase the share capital by means of a bonus issue, new shares of each class shall be issued in relation to the number of shares of the same already existing shares. The old shares shall thus give priority to new shares of the same class in relation to their part of the share capital.
If the Company decides to increase the share capital by means of a cash issue or an issue through set-off by issuing warrants or convertibles, the shareholders shall have a subscription privilege to subscribe for the warrants as if the issuing concerned the shares which each warrant entitles to subscribe for respectively the subscription privilege to subscribe for the convertibles as if the issuing concerned the shares which each convertible may be converted into.
For the audit of the Company’s annual report and accounts as well as the management by the board and the managing director, one or two auditors, with or without deputy auditors, shall be elected at the general meeting of shareholders. The assignment as auditor shall be in force, for such period as stipulated in the Companies Act (2005:551).
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. Furthermore, notice to attend a general meeting shall be issued by post or by e-mail to the shareholders.
Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.
The general meeting shall be held at the registered office of the board, or in the municipality of Norrtälje.
10. THE CHAIRMAN OF THE BOARD
The chairman of the board or the person appointed to do so shall open the shareholders’ meeting and be in charge of the negotiations until the chairman has been elected.
11. SHAREHOLDERS MEETING
An annual general meeting of the shareholders shall be held within six months of the expiry of each financial year.
12. MATTERS AT THE 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:
a) Adoption of the profit- and loss statement and balance sheet and, if appropriate, the group profit- and loss statement and group balance sheet
b) Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
c) The discharge from liability of the directors of the board and the managing director
d) Determination of the number of permanent members of the board and the number of auditors to be elected at the meeting
e) Determination of directors’ and auditors’ fees
f) Election of permanent members of the board
g) election of auditors and deputy auditors
h) Other matters to be dealt with at the meeting pursuant to the Companies Act (2005:551) or the articles of association
13. POST-TRANSFER PURCHASE
If a share of series B has been transferred to a new owner which is not already a holder of shares in the company, the shareholders shall be entitled to purchase the share. The new owner of the share shall, as soon as possible and in the manner set out in the Companies act, notify the board of directors of the share transfer (“Post- transfer Purchase Offer”). A Post-transfer Purchase Offer may exercise by all holders of shares of series A and B and not be exercised in respect of a smaller number of shares than the shares covered by the offer. This clause shall apply to all types of acquisitions.
The board of directors shall immediately give notice to the Post-transfer Purchase Offer to every post-transfer purchase rights holder with a known postal address. The notice shall indicate the period within which requests to exercise post-transfer purchase rights are to be made. Requests to exercise post-transfer purchase rights must be made within two (2) months of a proper Post-transfer Purchase Offer in accordance with the above.
If requests to exercise post-transfer purchase rights are made by more than one post- transfer purchase rights holder, the shares shall, to the greatest extent possible, be distributed amongst the post-transfer purchase rights holders in relation to their previous shareholdings in the company. Any remaining shares shall be distributed through the drawing of lots by the board of directors.
If a share has been transferred through a sale, the price to be paid upon the exercise of post-transfer purchase rights shall equal the purchase price. No other conditions shall apply.
Where the transferee and the person requesting a purchase pursuant to a post- transfer purchase rights fail to agree upon the purchase, the person requesting the purchase may initiate proceedings within two (2) months of the date on which the request was made to the board of directors. Such dispute shall be settled by arbitration.
The price to be paid upon the exercise of post-transfer purchase rights shall be paid within one (1) month of the date on which the price was determined.
14. FINANCIAL YEAR
The financial year of the Company shall be the calendar year.
Approved at the extraordinary shareholders meeting held on 12 July 2018.