§ 1
The name of the Company is Bilia AB. The Company is a public company
(publ.).
§ 2
The Company's objectives are
- either directly or through subsidiaries -
* to conduct trading and distribution operations related to transport
equipment
* to conduct manufacturing, trading and distribution operations
in other product areas
* to sell services and spare parts associated with these products
* to manage real estate and personal property including shares
* to conduct financing operations (however, the company will not
run the kind of operations specified in the Act on banking activities
and operations specified in the Act on credit companies can only
be run by subsidiaries) and
*to conduct other types of operation related to the above-mentioned
operations.
§ 3
The headquarters of the Board of Directors of the Company are in
Gothenburg.
§ 4
The share capital shall be a minimum of one hundred and fifty-five
million Swedish kronor (SEK 155,000,000) and a maximum of six hundred
and twenty million Swedish kronor (SEK 620,000,000).
The Company's shares may be issued in two series, A and B. If shares
in both series are issued, each series may only be issued in an
amount corresponding to no more than ninety-nine hundredths (99%)
of the total share capital.
In connection with voting at meetings of shareholders, Series A
shares carry one vote and Series B shares carry one-tenth of a vote.
Series A and B shares are identical in other respects.
Should the Company decide to issue new Series A and Series B shares
through a cash issue, the owners of Series A and Series B shares
are to have preferential rights to subscribe to new shares of the
same share type in relation to the number of shares the share-holders
previously owned (primary preferential rights). Shares which are
not subscribed to with primary preferential rights are to be offered
to all the shareholders for subscription (subsidiary preferential
rights). If the number of shares offered in this manner is not sufficient
for the subscriptions made with subsidiary preferential rights,
the shares are to be distributed between the subscribers in relation
to the number of shares they previously owned and, if this is not
possible, by drawing lots.
Should the Company decide to issue new shares in either Series
A or Series B through a cash issue, all the shareholders, regardless
of whether they own Series A or Series B shares, are to have preferential
rights to subscribe to the new shares in relation to the number
of shares they previously owned.
The above does not in any way restrict the opportunity to decide
to float a cash issue while deviating from the shareholders´
preferential rights.
If the share capital is increased through a bonus issue, new shares
of each share type are to be issued in relation to the number of
shares of the same type which are already in existence. As a result,
old shares of a particular share type will entitle the owner to
new shares of the same share type. The above does not in any way
restrict the opportunity to issue shares of a new type through a
bonus issue, after making the necessary changes to the articles
of association.
If the share capital is increased via a bonus issue, new shares
of each share type are to be issued in relation to the number of
shares of the same type that previously existed. As a result, old
shares of a certain type will entitle the holders of these shares
to new shares of the same type. The above does not in any way restrict
the opportunity to issue shares of a new type through a bonus issue,
after making the necessary changes to the articles of association.
§ 5
The nominal value of the shares shall be ten Swedish kronor (SEK
10).
§ 6
Apart from such members and deputy members as may be appointed under
special circumstances, the Board of Directors shall consist of a
minimum of seven and a maximum of ten members, with a corresponding
maximum number of deputy members. Members and deputy members are
elected each year at the General Meeting, to serve until the following
General Meeting.
§ 7
Authorisation to sign on behalf of the Company shall be held by
the person or persons within or outside the Board of Directors who
have been designated by the Board.
§ 8
One or two auditors and one of two deputy auditors shall be appointed
for the purpose of examining the administration of the Company by
the Board of Directors and the Managing Director and the Company's
accounts. Registered auditing companies can also be appointed as
auditors. The term for the auditors is governed by Chapter 10 §
20 of the Swedish Companies Act.
Auditors are to be entitled to fees for their work during this
term in accordance with invoices that are submitted, unless the
General Meeting decides upon another basis for remuneration when
it elects these auditors.
§ 9
The Company's financial year shall be the calendar year. The General
Meeting shall be held in one of the following locations: Stockholm,
Gothenburg or Malmö, as determined by the Board of Directors,
once a year prior to the end of the month of June.
The following matters shall be considered at each General Meeting:
- Election of the chairman of the Meeting.
- Preparation and approval of the list of qualified voters.
- Election of one or two persons to approve the minutes.
- Approval of the agenda.
- Proof that the Meeting has been convened in a proper manner.
- Presentation of the annual accounts and auditors’ report
for the Company, plus the consolidated accounts and the consolidated
auditors’ report.
- Votes shall be taken on the following matters
* adoption of the Company's profit and loss account and balance
sheet and the consolidated profit and loss account and balance sheet.
* allocation of funds with respect to the Company's profit or loss.
* discharge of Board members and the Managing Director from liability.
* the number of Board members and deputy members to be elected by
the Meeting.
* the number of auditors and deputy auditors (at General Meetings
at which auditors are to be elected)
* other matters that may come before the Meeting in accordance with
the Swedish Companies Act or the Company's Articles of Association.
- Approval of fees to be paid to the Board of Directors and auditors.
- Election of the Board of Directors.
- Approval of fees to be paid to auditors and election of auditors
(at General Meetings at which auditors are to be elected)
§ 10
The notice convening a General Meeting and other announcements to
the shareholders shall be given through advertisements in the Swedish
Gazette and Svenska Dagbladet or a nationwide daily newspaper.
Notice of General Meetings and Extraordinary Shareholders' Meetings
at which questions relating to a change in the Company’s Articles
of Association are to be dealt with shall be issued no earlier than
six weeks and no later than four weeks prior to such Meetings.
§ 11
To be eligible to participate in a General Meeting, shareholders
must notify the Company prior to 12 noon on the date specified in
the notice of the Meeting. This date may not fall on Sunday, any
other public holiday, Saturday, Midsummer Eve, Christmas Eve or
New Year’s Eve and may not be earlier than the fifth day prior
to the Meeting.
Representatives for shareholders may attend the General Meeting
if shareholders notify the company in the manner specified in the
preceding point.
§ 12
Shareholders who, on the fixed record date, are recorded in the
Company's share register or in a listing in accordance with Chapter
3, Paragraph 12 of the Swedish Companies Act (1975:1385) shall be
considered to be entitled to receive dividends, issue certificates
and, in connection with bonus issues, certificates for new shares
accruing to the shareholder.