Articles of association
The Articles of Association approved by the AGM and contains some basic information for the company, for example, what activities the company’s operations, the share capital, the number of issued shares, the size and the Annual General Meeting is convened. The company’s articles of association state that the Board shall consist of at least three and at most six members, the Board has its headquarters in Borås municipality and that of Class A shares shall have ten votes and each Series B share one vote.
Articles of association of Nilörngruppen AB (publ)
Corporate identity number 556322-3782
Company is Nilörngruppen Aktiebolag. The company is public (publ).
The board shall have its headquarters in Borås municipality.
The Company shall have as its objects directly or indirectly through wholly or partly owned companies operate in the labeling industry and pursue compatible activities.
4. Share capital
The Company’s share capital shall be not less than 1 000 000 SEK and at maximum 4 000 000 SEK.
The shares may be issued in two series, series A and series B. Each series A share carries ten votes and each Series B share one vote.
The number of shares shall be not less than 6 000 000 and a maximum of 24 000 000. Of these, no more than 1,000,000 may be class A shares and a maximum of 24,000,000 B shares.
If the company through a cash issue of new shares of series A and series B, owners of shares of series A and series B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares already held (primary preferential right). Shares not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the shares thus offered is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in proportion to the number of shares already held and to the extent this is not possible, by drawing of lots.
If the company through a cash issue of shares of series A or series B, all shareholders, regardless of whether their shares are of Series A or Series B, shall have preferential rights to subscribe for shares in proportion to the number of shares they own.
What is stated above shall not imply any limitation of the possibility to resolve on a cash issue with deviation from shareholders’ preferential rights.
When increasing the share capital through issue of bonus shares, new shares of each class in proportion to the number of shares of the same class already held. Old shares of a specific class carry entitlement to new shares of the same class. The foregoing shall not constitute any restriction on the possibility of a bonus issue, following the requisite amendment of the Articles of Association, to issue shares of a new class.
Shares of series A may be converted (transformed) into shares of series B in the following order. Owners of shares of series A may demand that such shares converted to Class B. The request must be made in writing t o the company’s Board. The request shall state the number of shares to be converted. The board of the company is obliged to at the board meeting occurring after the petition made, treating the question of conversion of Series A shares to Series B shares conversion shall be promptly notified for registration is effected upon registration.
5. The board
The Board shall consist of at least three and at most six members, with two deputies. Members and alternates elected at the Annual General Meeting for the period until the next Annual General Meeting.
To examine the company’s annual report and accounts, the Board of Directors appointed by the Annual General Meeting for the period until the end of the Annual General Meeting held during the fourth financial year after the election one or two auditors, with one or two deputy auditors or one or two registered accounting firm.
Notice of general meetings and other notices to the shareholders shall be made through advertisement in Post- och Inrikestidningar and on the company’s website. At the time of notice, information that the notice has been published in Dagens Industri. Notice of annual general meeting and extraordinary general meeting where amendments to the Articles of Association shall be issued not earlier than six and no later than four weeks before the meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks before the meeting. To get to attend and participate in the Meeting, shareholders shall, together with possible assistants such, must notify the company no later than the date specified in the notice, before 16.00. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
8. Opening of the meeting
The Chairman or the Board appoints open the General Meeting and lead the proceedings until a chairman of the meeting is selected.
9. General meeting
The Annual General Meeting is held annually within six (6) months after the closing. At the Annual General Meeting the following matters shall be dealt with:
- Election of Chairman of the Meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two minutes.
- Determination of whether the Meeting has been duly convened.
- Presentation of the annual report and the auditors’ report and, where applicable, the consolidated accounts and consolidated audit report.
- Decision on
- adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
- appropriation of the company’s profit or loss according to the adopted balance sheet; and discharge from liability for Board members and the President.
- Determination of the number of Directors and, if applicable, deputy Board members, auditors and deputy auditors to be elected by the Meeting.
- Determination of fees for the Board and auditors.
- Election of Board members and, where appropriate deputies, auditing firms or auditors and their deputies.
- Other matters incumbent on the Annual General Meeting under the Companies Act or the Articles of Association.
10. Fiscal year
The company’s financial year shall be 0101-1231.
11. Record day provision
Those who on the record date are registered in the share register or list as chapt er 3 12 of t he Companies Act (1975: 1385) shall be considered authorized to receive dividends and bonus issue, new shares to shareholders and to exercise shareholders’ preferential rights to participate in the issue.
12. Postal voting
The Board of Directors may collect proxies for general meetings in accordance with the regulations in the Swedish Companies Act (2005:551) and may, prior to the general meeting, resolve that shareholders shall be able to vote by post before the general meeting.