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Articles of Association

 

 

§1. Name
The Company’s name is Consilium Aktiebolag. The Company is a public limited liability company and is registered at VPC (the Swedish Central Securities Depository and Clearing Organization).

§2. Registered Office
The Company’s registered office is in Nacka Municipality, Sweden.

§3. Operations
The objective of the Company’s operations is to, directly or via wholly or partially owned companies, carry out development, manufacturing and sales of marine and industrial components and systems and consequently carry out associated activities, implement core company functions and own and manage shares and other securities.

§4. Share capital and number of shares
The share capital shall consist of a minimum of SEK twenty million (SEK 20,000,000) and a maximum of SEK eighty million (SEK 80,000,000). The number of shares shall be a minimum of four (4) million and a maximum of sixteen (16) million.

§5. Classes of shares
Shares of two different classes can be issued, Series A and Series B. The issue of shares in Series A may not exceed 1,600,000 and shares in Series B may not exceed 14,400,000. Shares in Series A entitle holders to ten votes per share while shares in Series B entitle holders to one vote per share.

Owners of shares in Series A may, within the framework of the highest permitted number of shares in Series B which according to these Articles of Association may be issued by the Company, convert one or more of these shares to an equal number of shares from Series B. The request for this conversion must be made in writing to the Board of the Company. In this request the number of shares to be converted must be stated. This conversion must be reported for registration without delay by the Board and is considered as completed when registration has been carried out. In addition, shares in Series A, in the order and according to the preconditions stated in Section 12 below, will be converted into shares in Series B.

§6. Preferential rights
If the share capital is increased through a cash share issue or an issue against payment through a set-off of claims, the holders of both A shares and B shares will own preferential rights to subscribe to the new shares of the same type, in proportion to the number of shares previously held by this owner (primary preferential rights). Shares that are not subscribed for applying primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If the shares then offered are not sufficient to cover the subscription using subsidiary preferential rights, then the shares must be distributed between subscribers in proportion to the total number of shares previously held and, to the extent that this cannot be carried out, by drawing lots.

When increasing share capital via a cash share issue or an issue against payment through a set-off of claims in which shares in Series A or B only are emitted, all shareholders, irrespective of whether their shares are from Series A or Series B, own preferential rights to the subscription of the new shares in proportion to the number of shares previously held.

Should the Company, via a cash share issue or an issue against payment through a set-off of claims, issue share warrants or convertibles, shareholders own preferential rights to subscribe to share warrants in the same manner as if this share issue applied to the shares that may be subscribed based on options and preferential rights to subscribe to the convertibles as if the issue concerned the shares that the convertibles may, in the future, be exchanged for.

What is stated above shall not result in any restriction of opportunities to take decisions concerning cash share issues with deviations from shareholders’ preferential rights.

When increasing share capital through a bonus share issue, new shares will be issued of each type in proportion to the number of shares of the same type that previously existed. In this connection old shares of a particular type shall provide the right to new shares of the same share type. The above mentioned shall not mean any restriction on the opportunity to, through a bonus share issue, after necessary amendment in the Articles of Association, issue shares of a new category.

§7. The Board of Directors
The Board of Directors shall consist of not less than three and not more than seven full members, with a maximum of three substitute members. The Board is elected annually at the Company’s AGM for the period up to and including the following AGM.

§8. Auditors
For the examination of the Company’s Annual Report and Accounts plus the management activities of the Board of Directors and the CEO, one or two Auditors with a maximum of two substitute Auditors shall be elected. The mandate period of the Auditors is four years. If an Auditor is re-elected the mandate period may encompass three years.

§9. Notice to Attend
A Notice to Attend the Company AGM shall be published in Post- och Inrikes Tidningar and on the Company’s website. A notice that the Notice to Attend has been published shall also be advertised in Svenska Dagbladet. The Notice to Attend the AGM shall be issued not earlier than six weeks and not later than four weeks prior to the date of the AGM. Notice to Attend Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the Extraordinary General Meeting. However, if a decision is to be made concerning amendments to the Company’s Articles of Association at the Extraordinary General Meeting, Notice to Attend shall be issued not earlier than six weeks and not later than four weeks prior to the Extraordinary General Meeting.

The names of shareholders who wish to participate in the AGM must be listed in the printout of the entire share register concerning conditions, by five business days (ten days) before the date of the AGM. These shareholders must also notify the Company of their intention to attend by 4.00 p.m. on the date stated in the Notice to Attend. This day may not be a Sunday or other public holiday, Saturday, Midsummer Eve, Christmas Eve, New Year’s Eve and may not fall earlier than the fifth business day prior to the AGM.

Shareholders may bring one or two assistants to the AGM provided that the shareholder registers such assistants in the manner stated in the previous paragraph.

§10. AGM
The Company’s AGM will be held in Nacka or in Stockholm Municipality.

The following matters shall be dealt with at the annual general meeting:

1. Election of Chairperson to preside over the meeting.

2. Compilation and approval of the Electoral Register.

3. Approval of agenda.

4. Designation of one or two individuals to verify the minutes.

5. Determination of whether the meeting has been duly convened.

6. Presentation of the Annual Report, the Auditor’s Report plus, when applicable, the Consolidated Group Accounts and Consolidated Group Audit Report.

7. Resolutions:
a) On adoption of the Profit & Loss Account and Balance Sheet plus, when applicable, the Consolidated Group Profit & Loss Account and Consolidated Group Balance Sheet.

b) Allocation regarding the Company’s profit or loss in accordance with the Balance Sheet adopted.
c) Discharge of liability for the members of the Board and CEO.

8. Determination of the number of members of the Board, substitute Board members, Auditors and substitute Auditors.

9. Fixing of fees for the members of the Board and Auditors if applicable.

10. Election of Board members and substitutes and, when applicable, Auditors and substitute Auditors.

11. Any other matters to be dealt with by the meeting in accordance with the Swedish Companies Act (2005:551) or the Company’s Articles of Association.

The Chairman of the Board of Directors or the person appointed to do so by the Board of Directors shall open the AGM and lead the meeting until the AGM Chairperson has been elected.

At the AGM, each shareholder who is entitled to vote may cast the full number of votes according to the shares owned or represented by him/her without any limitation on number of votes.

§11. Financial year
The financial year is the calendar year.

§12. Record Day Provision
Individuals who are, on the established Record Day, entered into the share register or in the list of shareholdings according to Chapter 3 Section 12 of the Companies Act (1975:1385) will be considered as duly qualified to receive dividend and, in the case of a bonus share issue, new shares that fall to shareholders, plus to own shareholders’ preferential rights to participate in the share issue.

The Company’s shares shall be registered in the Share Registry Reconciliation Register in accordance with the law (1998:1479) on the Account Management of Financial Instruments.

Adopted at the AGM held on 19th May 2011