Article 1
Name of the company
The name of the company is Bilia AB. The company is a public company (publ).
Article 2
Registered office
The company’s Board of Directors has its registered office in Gothenburg, Västra Götaland County.
Article 3
Object of the company
The object of the company is – directly or via subsidiaries – to
* carry on trade and distribution activities with regard to means of transport
* carry on manufacture, trade and distribution in other product areas as well
* carry on sales of service and spare parts associated with the products
* manage real and movable estate, including shares
* carry on financing activities (except that the company shall not carry on such activities as are referred to in Banking Business Act, and that activities subject to the provisions of the Act on Credit Market Companies may only be carried on in subsidiaries), and
* carry on other activities consistent with the above types of business.
Article 4
Share capital
The company’s share capital shall be no less than one hundred and fifty-five million kronor (SEK 155,000,000) and no more than six hundred and twenty million kronor (SEK 620,000,000).
Shares may be issued in two series: series A and series B. If shares of more than one series are issued, each of the series may be issued to an amount equivalent to no more than ninety-nine hundredths of the total share capital. In voting at a General Meeting of Shareholders, series A shares confer one vote and series B shares one-tenth of a vote. Otherwise the shares are equal to each other.
In conjunction with a new issue of shares or an issue of warrants or convertibles for cash payment, the shareholders have a preferential right to subscribe for new shares in proportion to their stake in the company’s share capital.
Article 5
Number of shares
The number of shares shall be no less than fifteen million five hundred thousand (15,500,000) and no more than sixty-two million (62,000,000).
Article 6
Board members
The Board of Directors shall consist of at least seven and at most ten members.
Article 7
Auditors
The company shall have one or two auditors and at most an equal number of deputy auditors or one or two registered public accounting firms.
Article 8
Location for General Meeting of Shareholders
The General Meeting of Shareholders shall be held at one of the following locations as determined by the Board of Directors: Stockholm, Gothenburg or Malmö.
Article 9
Notice convening a General Meeting of Shareholders
Notice to attend a General Meeting shall be given by advertisement in Post- och Inrikes Tidningar (the official Swedish gazette) and on the company’s website. At the same time as notice convening the meeting is given, the company shall advertise in Dagens Industri that such notice has been given.
Article 10
Shareholders’ right to attend a General Meeting of Shareholders
Shareholders wishing to participate in the proceedings at a General Meeting of Shareholders shall a) be listed in a printout or other presentation of the whole share register referred to in Chapter 7, Section 28, paragraph 3 of the Swedish Companies Act (2005:551) representing the situation five weekdays prior to the General Meeting, and b) notify the company by not later than 12 noon on the date stipulated in the notice convening the meeting. The latter date may not be a Sunday or other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday prior to the meeting.
Article 11
Shareholder’s assistant
An assistant may accompany the shareholder at the General Meeting if the shareholder has given notice to this effect in the manner stipulated in the preceding paragraph.
Article 12
Presence of outsider at General Meeting of Shareholders
Someone who is not a shareholder in the company may be entitled, under terms determined by the Board of Directors, to attend or otherwise follow the proceedings at the General Meeting of Shareholders.
Article 13
Annual General Meeting
The following matters shall be dealt with at the Annual General Meeting:
1. Election of Chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the meeting has been duly convened;
6. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report on the consolidated accounts;
7. Resolutions concerning
a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position.
b) appropriations of the company’s profit or loss according to the adopted Balance Sheet,
c) discharge of the members of the Board of Directors and the Managing Director from liability;
8. Determination of the number of members and deputy members of the Board of Directors as well as auditor and deputy auditor or public accounting firm (at meeting when auditor is elected);
9. Determination of fees to be paid to the Board of Directors and, where applicable, auditors.
10. Election of Board of Directors as well as auditor and deputy auditor or registered public accounting firm (at meeting when auditor is elected);
Other matters incumbent upon the General Meeting under the Companies Act or the Articles of Association.
Article 14
Financial year
The company’s financial year shall be the calendar year.
Article 15
CSD clause
The company’s shares shall be registered in a Central Securities Depository (CSD) register pursuant to the Financial Instruments (Accounts) Act (1998:1479).
Adopted at Annual General Meeting, 3 May 201