Articles of Association

Nordic Waterproofing Holding AB, 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 registered office of the board of directors is in Helsingborg.

§ 3 Activities

The objects of the company shall be to conduct, directly or indirectly, research, manufacture, sale and distribution of construction material products and thereto related 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 minimum share capital of the company shall be SEK 20,000,000 and the maximum share capital shall be SEK 80,000,000. The number of shares shall amount to no less than 20,000,000 shares and no more than 80,000,000 shares.

§ 5 Board of directors

The board of directors shall consist of not less than four (4) and not more than eight (8) directors without deputies.

§ 6 Auditors

The company shall have not less than one (1) and not more than two (2) auditors with not more than 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 (“the Swedish Official Gazette”) 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 a 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’s 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 above.

§ 9 Collecting of powers of attorneys and vote by post

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551). The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting.

§ 10 The right for persons not being shareholders to attend a general meeting

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.

§ 11 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 voting list;
  3. Approval of agenda;
  4. Election of one or two persons to countersign the minutes;
  5. Determination as to whether the meeting has been duly convened;
  6. Presentation of the annual report and, where applicable, the auditor’s report, consolidated financial statements and consolidated auditor’s report;
  7. Resolutions on: a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet, b. disposition of the company’s profit or loss in accordance with the adopted balance sheet, c. discharge from liability of the board members and the CEO;
  8. Determination of directors’ 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.

§ 12 Financial year

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

§ 13 City of general meetings

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

§ 14 Record reservations

The company’s shares shall be registered in a central securities depository register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).


Adopted by the annual general meeting on 29 April 2021