(This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail).
§ 1 CompanyThe name of the company is Indutrade AB. The company is public (publ).
§ 2 Registered office
The board of directors is to have its registered office in the Municipality of Stockholm.
§ 3 Activities
The object of the company’s activities is to, itself or though its subsidiaries, pursue trade in connection with the import and export of machines, raw materials and finished and semi-manufactured products as well as industrial necessities, including production, preferably within the plastics, mechanical and chemical industries, and activities compatible therewith.
§ 4 Share capital and number of shares
The company’s share capital is minimum SEK 40 million and maximum SEK 160 million. The number of shares is minimum 40 million and maximum 160 million.
§ 5 Financial year
The company’s financial year is the calendar year.
§ 6 Board of directors
The board of directors, elected at the annual general meeting, is to consist of at the least three and at the most eight members.
§ 7 Auditors
The company is to have at the least one and at the most two auditors and where necessary at the most two deputy auditors. A certified auditor or a registered company of auditors is to be elected as auditor and where necessary deputy auditor.
The board of directors is authorised to appoint one or several special auditors for the maximum period until the end of the next annual general meeting to audit such statements or plans prepared by the board of directors pursuant to the Companies Act (2005:551) in connection with such an issue of shares, warrants or convertibles with provisions on consideration in kind or that subscription is to be made through set-off of claims or other provisions, transfer of own shares against non-cash consideration, reduction of the share capital or the statutory reserve, merger or division of a limited company. A certified auditor or a registered company of auditors is to be appointed as such special auditor.
§ 8 Notice of the annual general meeting
Notice of the annual general meeting and notice of an extraordinary meeting at which matters concerning the amendment of the memorandum and articles of association are to be dealt with is to be no sooner than six and no later than four weeks before the meeting. Notice of other extraordinary meetings is to be no sooner than six and no later than two weeks before the meeting. The notice of the annual general meeting is to be made by way of advertisement in the Swedish Official Gazette and Dagens Nyheter.
§ 9 Annual general meeting
The annual general meeting can be held in the municipalities of Stockholm, Gothenburg or Malmö. Shareholders wishing to take part in the discussions at annual general meetings must give notification to the company no later than 4 p.m. on the date specified in the notice of the meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall later than the fifth working day before the general meeting. Shareholders may bring one or two assistants with them provided the shareholder has given notification of this in the manner specified in the previous paragraph.
§ 10 Chairman of the annual general meeting
The chairman of the board of directors or the person the board has elected is to open the annual general meeting and chair the discussions until a chairman is elected for the meeting.
§ 11 The annual general meeting’s business
At the annual general meeting the following business is to be included on the agenda:
1. Election of the chairman of the meeting
2. Drawing up and approval of the electoral register
3. Approval of the agenda
4. Election of one or two members to check the minutes
5. Examination of whether the meeting has been properly called
6. Submission of the annual report and auditors’ report and, where applicable,
the consolidated accounts and consolidated auditors’ report
7. Resolutions on
a) adopting the profit-and-loss account and the balance sheet and where applicable,the consolidated profit-and-loss account and the consolidated balance sheet
b) appropriation / distribution of the company’s profits or losses as set out
in the adopted balance sheet
c) the discharge from liability to the company of the members of the board and the
managing director
8. Approval of the number of members of the board and, where applicable,
the number of auditors and deputy auditors
9. Approval of the directors’ emoluments and, where applicable, auditors’ fees
10. Election of the members of the board, board chairman and, where applicable,
auditors and deputy auditors
11. Appearance of the election preparation
12. Any other business which arises at the meeting in accordance with the Swedish Companies Act or the memorandum and articles of association
§ 12 Record day provision
The Company's shares are to be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).
(Adopted at the annual general meeting held on 27 April 2006).