Articles of association
§ 1
The name of the company is SWECO AB (publ). Corporate identification number 556542-9841.
§ 2
The Board of Directors shall have its registered office in Stockholm.
§ 3
The objects of the Company are, directly or indirectly, to conduct architectural and consulting engineering operations in the construction and civil engineering industries, and to engage in other activities compatible therewith.
§ 4
The share capital of the Company shall amount to not less than SEK fifty million (50,000,000) and not more than SEK two hundred million (200,000,000).
The number of shares shall be not less than fifty million (50,000,000) and not more than two hundred million (200,000,000).
Shares may be issued in two classes, class A and class B. The class A share carries one vote and the class B share one-tenth of one vote.
Both class A and class B shares may be issued in a number of not more than two hundred million (200,000,000).
Should the Company decide to issue new shares of class A and class B through a cash or set-off issue, holders of class A and class B shares shall have pre-emptive rights to subscribe for new shares of the same class in proportion to the number of shares already held (primary pre-emptive right). Any shares not subscribed for on the basis of primary pre-emptive rights shall be offered to all shareholders for subscription (secondary pre-emptive right).
If the number of shares offered in this manner is not sufficient for subscription on the basis of secondary pre-emptive rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held or, to the extent that this is not possible, by lottery.
Should the Company decide to issue new shares of only class A or class B through a cash or set-off issue, all shareholders shall have pre-emptive rights to subscribe for new shares in proportion to the number of shares already held, regardless of whether their shares are of class A or class B.
Should the Company decide to issue subscription warrants or convertibles through a cash or set-off issue, the shareholders shall have pre-emptive rights to subscribe for warrants as if the issue applied to those shares which may be subscribed for through the exercise of the warrants or pre-emptive rights to subscribe for convertibles as if the issue applied to those shares for which the convertibles may be exchanged.
The aforementioned shall in no way restrict the Company’s opportunities to decide on cash issues or set-off issues with waiver of the shareholders’ pre-emptive rights.
In the event that the share capital is increased through a bonus issue, new shares of class A and class B shall be issued in such numbers that the proportional relationship between the respective share classes is preserved. Existing shares of a certain class shall thus carry entitlement to new shares of the same class. The aforementioned shall in no way restrict the Company’s opportunities, after making the requisite amendments to the Articles of Association, to issue shares of a new class through a bonus issue.
At the request of holders of such shares, class A shares may be converted to class B shares. A request for conversion shall be made in writing to the Company’s Board of Directors, specifying the number of shares the shareholder wishes to convert. These shares shall be separately deposited in special account with Euroclear Sweden AB (the Swedish Central Securities Depository). The conversion shall thereafter be registered with the Swedish Companies Registration Office and is executed when it has been recorded in the Swedish Register of Companies and in the CSD Register.
§ 5
In addition to the board members who, by law, are elected by others than the shareholders at a General Meeting, the Board shall consist of not less than three and not more than nine members.
§ 6
For auditing of the company’s annual accounts, the consolidated accounts, the accounting records and the administration of the Board of Directors and the President, not more than two auditors and not more than two deputy auditors or a registered accounting firm shall be appointed.
§ 7
The Company’s financial year shall be the calendar year.
§ 8
An Annual General Meeting shall be held once a year. The Annual General Meeting shall address the following items of business:
- Election of a Chairman to preside over the Meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of two persons to check and sign the minutes
- Decision as to whether the Meeting has been duly convened
- Presentation of the annual report, the consolidated financial statements and the audit report
- Resolutions regarding
a) adoption of the income statements and balance sheets of the Parent
Company and the Group
b) disposition of the Company’s earnings according to the adopted balance sheet and the record date for payment of dividends
c) discharge from liability for the members of the Board of directors and the
President
8. Determination of fees to be paid to the Board of Directors and to auditors appointed by the General Meeting of Shareholders
9. Decision regarding the number of Board members and deputies and the number of auditors and deputy auditors to be appointed by the General Meeting of Shareholders.
10. Election of Board members
11. Election of auditors and deputy auditors
12. Other matters to be dealt with by the General Meeting of Shareholders in accordance with the Swedish Companies Act
§ 9
Notice of General Meetings shall be made through announcement in the Official Gazette (Post- och Inrikes Tidningar) and on the Company’s web site. The fact that notice has been given shall be announced in Svenska Dagbladet.
Shareholders wishing to participate at General Meetings must be listed in a printout of the entire shareholders’ register relating the conditions 5 weekdays before the Meeting, as well as notifying the Company by the date set out in the notice to the General Meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday before the General Meeting.
§ 10
The Company’s shares shall be listed in a CSD register according to the Financial Instruments Accounts Act (1998:1479).
These Articles of Association were adopted by the Annual General Meeting of SWECO AB (publ) on 17 April 2012