Articles of Association

Nordic Waterproofing Holding AB, reg.no 556839-3168

§ 1 Company name

The company name is Nordic Waterproofing Holding AB. The company is public. 

§ 2 The Seat of the Board of Directors

The Board of Directors is based in Helsingborg. 

§ 3 Activities

The Company shall have the object of its activities to conduct, directly or indirectly, research, manufacture, sale and distribution of products and services and other related activities, including owning shares in other entities and providing loans or financing to other entities in the Group. 

§ 4 Share capital and number of shares

The share capital is not less than SEK 20,000,000 and not more than SEK 80,000,000.

The number of shares shall be not less than 20,000,000 shares and a maximum of 80,000,000 shares. 

§ 5 Board of Directors

The Board of Directors shall consist of a minimum of four (4) and a maximum of eight (8) members without deputies. 

§ 6 Auditors

The company shall have at least one (1) and a maximum of two (2) auditors with a maximum of two (2) deputy auditors. A certified public accountant or a registered audit firm shall be appointed as auditor and, where appropriate, deputy auditor. 

§ 7 Notice of a general meeting

Notice of a general meeting shall be made by means of advertising in Post- och Inrikes Tidningar and on the company’s website. At the time of the notice, information that notice has been given shall be announced in Svenska Dagbladet. 

§ 8 Participation in a general meeting

Shareholders who wish to participate in the Annual General Meeting must notify the company of their participation no later than the date specified in the notice of the Meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than the fifth weekday before the meeting. Shareholders may bring one or two assistants to the general meeting if the shareholder notifies the number of assistants to the company in the manner specified in the previous one. 

§ 9 Annual General Meeting

The Annual General Meeting is held annually within six months of the end of the financial year. 

At the Annual General Meeting, the following matters shall be included:

  1. Election of the Chairman of the Meeting;
  2. Establishment and approval of the electoral roll;
  3. Approval of agenda;
  4. Selection of one or two adjusters;
  5. Examination of whether the meeting has been duly convened;
  6. Presentation of the annual report presented and, where applicable, the auditor’s report, consolidated financial statements and consolidated auditor’s report;
  7. Decisions on
    1. the determination of the profit and loss account and balance sheet, and, where applicable, the consolidated income statement and balance sheet,
    2. appropriations for profit or loss in accordance with the established balance sheet,
    3. discharge from liability to board members and the Managing Director;
  8. Determination of board fees and auditors’ fees;
  9. Election of the Board of Directors and auditing companies or auditors and any deputy auditors;
  10. Other matters, which are the matter of the Meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.

§ 10 Financial year

The company’s financial year shall be 0101-1231. 

§ 11 City of general meetings

General meetings may be held, except where the company has its registered office, in Stockholm. 

§ 12 Record reservations

The company’s shares shall be registered in a record register in accordance with the Law (1998:1479) on CSDs and account keeping of financial instruments.

 

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Adopted by the Annual General Meeting on 12 August 2020.