Corporate governance > Articles of association
Articles of association

 

The English text below is an unauthorised translation of the Articles of Association of ElektronikGruppen BKAB (publ). In case of inconsistencies between the Swedish original and the English translation, the Swedish original shall apply.     

1 §
 The company’s firm is ElektronikGruppen BK Aktiebolag. The company is public (publ).
2 §
 The board shall have its registered office in Stockholm.

3 §
The object of the company’s operations is to run development, production and distribution of electronic and mechanical systems, products and services for industry and operations compatible with this.

The object of the company’s operations is also actively to run and administer wholly and partly owned companies, carry out certain activities common to the group, own and administer real and movable property and to run operations compatible with this.
4 §
The share capital shall be made up of at least 25,000,000 SEK and at the most 100,000,000 SEK.
5 §
 The number of shares shall be minimum 5,000,000 and maximum 20,000,000.

 6§
 Two types of share may be issued, A series and B series. A series shares shall entitle the owner to ten (10) votes and B series shares one (1) vote. A series shares can be issued up to an amount of at the most 4.000.000 pieces and B shares to an amount of at the most 20.000.000 pieces.

If the company decides to issue new shares of series A and series B by cash issue or by offset issue, the owner of shares of A series and  B series shall have preferential right to subscribe for shares of the same share type in relation to the number of shares the owner previously possessed (primary preferential right).

Shares which are not subscribed with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the shares offered in this way do not suffice for subscription with subsidiary preferential right, the shares shall be distributed between the subscribers in relation to the number of shares they previously owned and to the extent this cannot be fulfilled, by drawing lots.

If the company decides to issue new shares of only either the A series or B series by cash issue or by offset issue, all shareholders, regardless of   whether their shares are of the A series or B series, shall have preferential right to subscribe for new shares in relation to the number of shares they previously owned.

If the company decides to issue subscription options or convertibles by cash issue or offset issue, the shareholders shall have preferential right to subscribe for options as if the issue was for shares which can be newly subscribed for due to the option right or preferential right to subscribe for convertibles as if the issue was for shares which the convertibles can be exchanged for.

The above shall not entail any limitation to the possibility to decide on a cash issue or offset issue with a divergence from the preferential right for shareholders.
If the share capital is increased by an issue of bonus shares, new shares shall be issued of each share type in relation to the number of shares of the same type as existed previously. Thereby old shares of a certain share type shall entail a right to new shares of the same share type.

The above shall not entail any limitation to the possibility to decide on an issue of bonus shares, with the necessary change to the articles of association, to issue shares of a new type.

7 §
 Shares of A series shall be able to be converted to shares of B series in the order stated below.

An application for conversion shall be made in writing to the board of the company. Therein the number of shares to be converted should be stated and if the conversion is not the whole possession of shares of A series of the person in question, the application should state which shares the conversion refers to. The board of the company is obliged to treat the matter at the next board meeting after the application. The conversion shall without delay be reported for registration and shall be carried out when the registration takes place.

8 §
All shares shall entail the same right to share in the company’s assets and profit.
9 §
The board shall consist of three to ten members with or without deputy members. At the most three deputy members may be appointed.
10 §
The company shall have not less than one and not more than two auditors with not more than two deputy auditors or two registered accounting companies.

11 §
Summons to the general shareholder meetings shall be announced both in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) and on the company's website. At the time of the summons, a notice about the summons shall be published in Svenska Dagbladet (a major Swedish daily newspaper). Summons to the annual general meeting and any other extra annual general meeting where any question about changing the articles of association shall be considered, shall be issued at the earliest six weeks and at the latest four weeks before the meeting. For any other extra annual general meeting the summons shall be issued at the earliest six weeks and at the latest two weeks before the meeting. 

Shareholders who wish to participate in negotiations at the general meeting of shareholders shall be recorded in a print-out or other record of the share register setting forth the circumstances five weekdays prior to the meeting, and notify the company not later than 4.00 pm on the day stated in the notice convening the meeting. The latter day may not be a Sunday, other Swedish public holiday, Saturday, Mid-Summer Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than the fifth weekday prior to the meeting.
12 §
 The company’s financial year covers the period 1/1 - 31/12.

13 §
At the annual general meeting the following matters shall be taken up for discussion:

1) Election of chairman for the meeting.
2) Drawing up and approval of the electoral register.
3) Election of one or several members to check the minutes.
4) Approval of agenda.
5) Examination if the meeting has been properly called.
6) Presentation of the annual report and auditors’ report and consolidated financial statements and consolidated audit report.
7)Decisions
 a) adoption of the income statements and balance sheets and   consolidated financial statements and consolidated balance sheet.
 b) about allocation of the company’s profit or loss according to the adopted balance sheet.
 c) about discharge from responsibility for the board members and president.
8) Establishment of remuneration for the board and auditors.
9) Decision about the number of board members and deputy board members.
 10) Election of the board and where appropriate auditors and deputy auditors or registered public accounting firm
11) Other matters, which concern the meeting according to the Companies Act or articles of association.

14 §
 The shares of the company shall be registered in a share register pursuant to the Financial Instruments Accounts Act (1998:1479).

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These altered articles of association are adopted at the annual general meeting on 7 May 2009.