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Articles of association   Bildcollage föreställande en Biliabutik

§ 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.


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