Articles of association
Articles of Association adopted at the Extraordinary General Meeting held on 8 July 2014
Article 1 Company name
The company name is Inwido AB (publ). The company is a public company.
Article 2 Seat of the Board of Directors
The Board of Directors shall have its seat in the City of Malmö, Skåne County.
Article 3 Object
The company shall directly and indirectly through subsidiaries conduct operations in the form of the manufacturing and sales of windows, doors and other carpentry products, and any compatible business.
Article 4 Share capital
The share capital shall amount to at least SEK 200,000,000 but not exceed SEK 800,000,000.
Article 5 Number of shares
The minimum number of shares shall be 50,000,000 and the maximum number of shares shall be 200,000,000.
Article 6 Board of Directors
The Board of Directors shall consist of 3–10 members.
Article 7 Auditors
No more than two auditors with no more than two deputies or a registered auditing company shall be appointed.
Article 8 The convening of General Meetings
General Meetings shall be convened through a notice published in the Swedish Official Gazette – Post- och Inrikes Tidningar – and on the company’s website. The fact that a General Meeting has been convened shall be published in Swedish national daily newspaper Dagens Industri.
Article 9 Preliminary notice
A shareholder who wishes to participate in the deliberations of a General Meeting must be listed in a printout or other presentation of the complete Register of Shareholders that reflects the situation five working days prior to the General Meeting, and he or she must also notify the company no later than on the date stated in the notice convening the General Meeting. Such date must not be a Sunday, another public holiday, a Saturday, a Midsummer Eve, a Christmas Eve or a New Year’s Eve, and it must not take place before the fifth working day prior to the General Meeting.
A shareholder may bring one or two assistants to a General Meeting, as long as the Shareholder has notified the company of the number of assistants in the manner stated in the previous section.
Article 10 Annual General Meeting
The Annual General Meeting shall be held in Malmö.
The Annual General Meeting shall deal with the following matters:
1. Appointment of a Chairman of the Annual General Meeting.
2. Preparation and approval of the register of voters.
3. Approval of the agenda.
4. Appointment of one or two persons to verify the minutes.
5. Examination of whether the General Meeting was duly convened.
6. Presentation of the annual accounts and the auditors’ report as well as the consolidated accounts and the auditors’ report for the group.
7. Resolutions regarding
- a. The adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
- b. The appropriation of profit or loss according to the adopted balance sheet; and
- c. The discharge of the board members and the President from liability to the company.
8. Determination of the number of board members and, where applicable, auditors and deputy auditors.
9. Determination of fees for the board members and, where applicable, the auditors.
10.Appointment of board members and, where applicable, auditors and deputy auditors or a registered auditing company.
11. Any other business incumbent on the Annual General Meeting under the Swedish Companies Act or the Articles of Association.
Article 11 Financial year
The company’s financial year shall be the calendar year (1 January–31 December).
Article 12 Central Securities Deposit register provision
The company’s shares shall be registered in a Central Securities Deposit register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).