ARTICLES OF ASSOCIATION BE GROUP AB (PUBL)
For BE Group AB (publ) reg. no. 556578-4724
Adopted at an Annual General Meeting of the Shareholders, held April 20, 2021.
§ 1 Name of the company
The company’s business name is BE Group AB. The company is a public company.
§ 2 Registered office
The board of directors shall have its registered office in Malmö.
§ 3 Object of the company's business
The object of the company's business shall be to, directly or indirectly, engage in trading and manufacturing within the steel and building industry, own and manage shares, and to pursue other business related thereto.
§ 4 Share capital
The share capital shall be not less than SEK 150,000,000 and not more than SEK 600,000,000.
§ 5 Number of shares
The number of shares shall be not less than 10,000,000 and not more than 40,000,000.
§ 6 Board of directors
The board of directors shall consist of not less than three and not more than ten members, without deputies.
§ 7 Auditors
For the purpose of reviewing the management of the board of directors and the managing director, respectively, as well as the company's accounts, the annual general meeting of shareholders shall elect one or two auditors with or without deputies.
§ 8 Notice of shareholders' meeting
Notice to attend a general meeting shall be announced in the Swedish Official Gazette and on the company's website. It shall be advertised in Svenska Dagbladet that notice of a general meeting has been given. Should the publication of Svenska Dagbladet cease, the advertising shall be made in Dagens Nyheter instead. A shareholder who wishes to participate at a general meeting of shareholders shall be recorded in a printout or another presentation of the entire share register as per the record date of the general meeting in accordance with the Swedish Companies Act, and shall notify the company of his/her intention to attend the shareholders' meeting not later than on the day stated in the notice of the shareholders' meeting. Such day shall not be a Sunday, or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not occur earlier than on the fifth weekday before the shareholders' meeting. A shareholder may bring one or two assistants to the shareholders' meeting, but only if the shareholder has made a notification thereof in accordance with the provisions set forth in the paragraph above.
§ 9 Annual general meeting of shareholders
The annual general meeting of shareholders shall be held annually within six months after the end of the financial year. The following matters shall be addressed in the course of the annual general meeting of shareholders:
1) Election of the chairman of the shareholders' meeting
2) Preparation and approval of the voting list
3) Approval of the agenda of the shareholders' meeting
4) Election of one or two persons to approve the minutes
5) Determination as to whether the shareholders' meeting has been duly convened
6) Presentation of the annual report and the auditor's report and, if applicable, of the consolidated accounts and the auditor's report on the consolidated financial statements
7) Resolutions in respect of
a) adoption of the income statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet
b) appropriation of the company's profit or loss in accordance with the adopted balance sheet
c) discharge of the members of the board of directors and the managing director from liability
8) Determination of remuneration to be paid to the members of the board of directors and, whenever applicable, to the auditors
9) Election of members of the board of directors and, whenever applicable, auditor and deputy auditor
10) Any other business that may come before the annual general meeting of shareholders in accordance with the Swedish Companies Act or the articles of association
At a general meeting of shareholders, each person entitled to vote may vote for the full number of shares owned and represented by him/her without any limitation in voting rights
§ 10 Proxy collection and postal voting
The board of directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The board of directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
§ 11 Financial year
The financial year shall be January 1 to December 31.
§ 12 Record day provision
The shares of the company shall be registered in a record day register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).