Reg. no. 559525-5877
§1 Name of company
The name of the company is Cavotec Group AB. The company is public (publ).
§2 Registered office of the company
The registered office of the company is situated in Stockholm municipality.
§3 Objects of the company
The company shall acquire, manage and sell shares in companies of any kind, both in Sweden and abroad, within the industrial, commercial, financial and service sectors and conduct activities compatible therewith.
§4 Share capital and number of shares
The share capital shall be not less than SEK 900,000 and not more than SEK 3,600,000.The number of shares shall be not less than 90,000,000 and not more than 360,000,000.
§5 Share classes
Shares can be issued in two share classes, ordinary shares and class C shares. Ordinary shares have one (1) vote per share and class C shares have one-tenth of a vote per share. Shares of each class may be issued up to a number equivalent to the entire share capital.
Class C shares do not entitle to dividend. Upon the dissolution of the company, class C shares entitle to an equal share in the company’s assets as ordinary shares, but not to an amount exceeding the quota value of the share.
If the company decides to issue new shares of all share classes issued, through either a cash issue or a set-off issue, the holders of shares shall have a preferential right to subscribe for shares of the same class in relation to the number of shares previously owned (primary preferential right). Shares that are not subscribed for through primary preferential right shall be offered to all shareholders (subsidiary preferential right). If the whole amount of shares subscribed for through subsidiary preferential right cannot be issued, the shares shall be divided between the subscribers in relation to the number of shares previously owned by them and, in the event that this cannot be done, the shares shall be divided by the drawing of lots.
If the company decides to issue new shares of only one class, through either a cash issue or a set-off issue, each shareholder, without regard to different classes of shares, shall have a preferential right to subscribe for new shares in relation to the number of shares previously owned by them.
If the company decides to issue subscription options or convertibles, through either a cash issue or a set-off issue, each shareholder shall have a preferential right to subscribe for the subscription options as if the issue was for the shares that may be subscribed for through the subscription option and, respectively, each shareholder shall have a preferential right to subscribe for the convertibles as if the issue was for the shares that the convertibles may be converted into.
What has been stated above shall not impose any limitation in the possibility to decide on a cash issue or a set-off issue with deviation from the shareholders’ preferential right.
If the share capital is increased through a bonus issue, new shares of each class of shares shall be issued in relation to the number of shares of the same class that existed before the bonus issue. In that respect, old shares of a certain class entitle to new shares of the same class. What has now been stated shall however not impose any limitation in the possibility to issue shares of a new class through a bonus issue, following a requisite amendment of the articles of association.
Reduction of the share capital, however not below the minimum capital, may at the request of owners of class C shares and after resolution by the board or the general meeting, take place through redemption of class C shares. Request from shareholders shall be made in writing. When the resolution on reduction is made, an amount equivalent to the reduction amount shall be allocated to the reserve fund if necessary funds are available. The redemption amount per class C share shall be the quota value of the share.
Class C shares held by the company may be converted into ordinary shares by a resolution by the board. The board shall then immediately notify the conversion for registration with the Swedish Companies Registration Office. The conversion is completed when registration has taken place with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden.
§6 Board of directors
The board of directors shall consist of three to ten directors.
§7 Auditors
The company shall have one or two auditors or one registered audit firm.
§8 Notice to attend general meetings
Notice of general meetings shall be made by announcement in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. Simultaneously as the notice is issued, the company shall, by advertising in the national daily newspaper Svenska Dagbladet, inform that a notice has been issued.
§9 Attendance at general meeting
Shareholders wishing to participate in shareholders’ meetings must notify the company no later than the date specified in the notice of the shareholders’ meeting.A shareholder may be accompanied by one or two advisors at a shareholders’ meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.
§10 Collection of proxies and postal voting
The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act (2005:551).The board of directors may resolve, ahead of a general meeting, that the shareholders shall be able to exercise their voting rights by post before the general meeting.
§11 Annual general meeting
The annual general meeting is held each year within six months of the end of the financial year.
§12 Financial year
The company’s financial year shall comprise the period commencing 1 January – 31 December.
§13 Central Securities Depository Clause
Shareholders or trustees, which on the record date are entered into the share register and noted in a record day register, according to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Account Act (1998:1479), or which on the record day are noted on a record day account according to Chapter 4, Section 18, first paragraph 6-8 in the aforementioned law, shall be presumed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).