Articles of Association
Beijer Electronics Group AB (publ)
Adopted at the Extra General Meeting on September 1, 2017.
The corporate name of the Company is Beijer Electronics Group AB (publ).
The Board of Directors has its registered office in Malmö, M.
The company's purpose is to develop and sell products with high technology content, provide services in the electronics field and conduct other related business.
The share capital of the Company shall amount to not less than SEK 5,000,000 and not more than SEK 20,000,000.
The number of shares shall amount to not less than 15,000,000 and not more than 60,000,000.
Shares may be issued in two series, ordinary shares and Class C shares. Ordinary shares may be issued to a number of up to 100% of all shares in the company and Class C shares to a number of not more than 5% of all the shares of the company. Ordinary shares have one vote and Class C shares 1/10 vote.
Class C shares do not entitle to dividends. At the company's dissolution, the Class C share entitles the share of the company's assets to the same amount as the company's ordinary shares, but not with a higher amount than what corresponds to the share's quota value.
If the company decides to issue ordinary shares or Class C shares by cash issue or set-off issue, all shareholders, regardless of whether their shares are ordinary shares or Class C shares, have the right to subscribe for new shares in relation to the number of shares they previously own (primary preferential rights). Shares that have not been subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary subscription). If the offered shares are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own and to the extent that this cannot be done, by lot.
If the company decides to issue ordinary shares or shares of series C by cash issue or set-off issue, all shareholders, regardless of whether their shares are ordinary shares or of series C, have the right to subscribe for new shares in relation to the number of shares they previously own.
What has been stated above shall not imply any restriction on the possibility of making a decision on cash issue or set-off issue with deviation from shareholders' preferential rights.
What has been stipulated above regarding shareholders' preferential rights shall apply correspondingly to such issue of warrants or convertibles that do not take place against payment with a deduction of capital.
When increasing the share capital through a bonus issue, new shares shall be issued by each share class in relation to the number of shares of the same kind that existed earlier. In this case, old shares of a certain class of shares shall entitle the holder to shares of the same class of shares. What has now been said shall not imply any restriction on the possibility of issuing shares of a new kind through a bonus issue, after the necessary amendment of the Articles of Association.
The Company's Board of Directors decides on the reduction of share capital through the redemption of all Class C shares. In the event of a decision on redemption, holders of Class C shares shall be obliged to redeem all their Class C shares for an amount corresponding to the quota value. Payment of the redemption amount shall be made as soon as possible.
Class C shares, which are held by the company itself, may, at the request of the Board, be converted into ordinary shares. The conversion must then be notified for registration with the Swedish Companies Registration Office without delay and is executed when registered in the public company register and recorded in the CSD (central securities depository) register.
The Board of Directors shall consist of not less than five members and not more than seven members, with no deputies. The members shall be elected annually at the Annual General Meeting of shareholders for the time until the end of the next Annual General Meeting of shareholders.
For the purpose of examining the administration and accounting records of the Company, one or two auditors with not more than two deputies, or a registered accounting firm, shall be appointed.
Notice of an Annual General Meeting of shareholders and Notice of an Extraordinary General Meeting of shareholders, at which an amendment to the Articles of Association is on the Agenda, shall be issued not earlier than six weeks and not later than four weeks before the General Meeting. Notice of another Extraordinary General Meeting of shareholders shall be issued not earlier than six weeks and not later than two weeks before the General Meeting. Notice shall be made by announcement in Post- och Inrikes Tidningar and on the Company website. That notice has been given shall be advertised in Dagens Industri.
Shareholders who wish to participate in the General Meeting shall be listed as a shareholder in the printout or other presentation of the share register showing the state of things as of five weekdays prior to the General Meeting and shall notify the Company not later than 12.00 noon on the date stated in the Notice of the General Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not occur earlier than the fifth weekday prior to the General Meeting.
Shareholders may bring along one or two advisors to a General Meeting, provided that the shareholder has notified this in accordance with the previous paragraph.
The Chairman or the person appointed by the Board of Directors shall open the General Meeting of shareholders.
At a General Meeting of shareholders, every person entitled to vote shall have the right to vote for the full number of shares owned and/or represented by him or her.
At the Annual General Meeting of Shareholders the following matters shall be dealt with.
- Election of a Chairman at the General Meeting.
- Preparation of and approval of the voting-list.
- Approval of the agenda.
- Election of two persons to attest the minutes.
- The due convening of the General Meeting.
- Presentation of the annual accounts and the audit report, and if applicable, the consolidated financial statements and the consolidated audit report.
a. with respect to the adoption of the profit and loss account and balance sheet, and if applicable, the consolidated profit and loss account and the consolidated balance sheet,
b. with respect to allocation of the Company’s profit or loss as set forth in the adopted balance sheet,
c. with respect to the discharge of liability for members of the Board of Directors and the managing director.
- Decision of the number of Board Members.
- Resolution in respect of the remuneration for the Board of Directors and, if applicable, for the auditor.
- Election of Board Members, Chairman of the Board of Directors and, if applicable, appointment of an Accounting Firm or Auditors and Deputy Auditors, if any.
- Election of Members of the Election Committee or resolution regarding the procedure for how Members of the Election Committee shall be appointed.
- Other matters which according to the Companies Act (2005:551) or the Articles of Association shall be dealt with at the General Meeting.
The calendar year shall be the financial year of the Company.
The shares of the Company shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).