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| 2009-02-25 | |
§ 1 | | The registered name of the company is HL Display Aktiebolag (publ). | |
§ 2 | | The board of directors of the company shall have its registered office in Nacka, Sweden. | |
§ 3 | | The object of the company is to manufacture and sell profiles for price marking and to conduct other business activities consistent therewith. | |
§ 4 | The share capital of the company shall be no less than SEK thirty-seven million five hundred thousand (37,500,000) and no more than SEK one hundred and fifty million (150,000,000).
The number of shares shall be no less than 37,500,000 and no more than 150,000,000.
Shares of two different classes can be issued, Serie A and Serie B. At general meetings of the shareholders shares of Serie A carry one vote and shares of Serie B carry 1/10 of a vote. Shares issued of Serie A shall be no more than 120,000,000 and Shares of Serie B no more than 120,000,000.
If the company decides to issue new shares of Serie A and Serie B or to issue warrants or convertibles and these will not be paid for with capital contributed in kind, holders of shares of Serie A and Serie B shall have a preferential right to subscribe for new shares of the same class in proportion to the number of shares the shareholder previously owned (primary preferential right). Shares, which are not subscribed for with primary preferential right, shall be offered to all shareholders for subscription (secondary preferential right). If all the shares thus offered are not sufficient to meet subscriptions made with secondary preferential right, the shares shall be distributed amongst the subscribers in proportion to the number of shares they previously owned, and to the extent this is not possible, through the drawing of lots.
If the company decides to make a cash issue or a set-off issue of new shares of only one of Serie A or Serie B, all shareholders shall, regardless of whether their shares are of Serie A or Serie B, have a preferential right to subscribe for new shares in proportion to the number of shares they previously owned.
What is stated above, shall not limit the possibilities to decide on a cash issue or a set-off issue with deviation from the shareholders’ preferential right.
In the event of increase of the share capital through bonus issue of shares, new shares of each class shall be issued in proportion to the number of shares of the same class in existence prior to the share issue.
In such circumstances, old shares of a certain class shall carry the right to new shares of the same class. What is stated above, shall not limit the possibilities to, through a bonus issue of shares, after necessary alteration of the Articles of Association, issue shares of a new class. | |
§ 5 | The board of directors shall consist of no less than three and no more than eight directors, with no more than three deputy directors.
The company shall have one or two ordinary auditors, with or without deputy auditors. An authorized public accounting firm can also be elected auditor.
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§ 6 |
Notice of an annual general meetings of the shareholders and notice of an extraordinary general meetings of the shareholders at which matters regarding amendments of the Articles of Association are to be addressed, shall be issued no earlier than six weeks prior to the meeting and no later than four weeks prior to the meeting. Notice of another extraordinary general meeting of the shareholders shall be issued no earlier than six weeks and no later than two weeks prior to the meeting.
Notice of an annual general meeting of the shareholders shall be issued through an announcement in Post- och Inrikes Tidningar and in Svenska Dagbladet.
A shareholder wanting to participate in the meeting, shall be registered as shareholder in print-outs of the share register or in another statement of the share register regarding the circumstances five business days before the meeting and shall notify the company of the participation and the number of advisors no later than 4 p.m. on the date specified in the notice of the meeting. This date can not be a Sunday, another public holiday, Saturday; Mid-Summer’s Eve, Christmas Eve or New Year’s Eve and can not occur earlier than the fifth weekday prior to the meeting. Representatives do not need to notify the number of advisors.
General meetings will be held in Nacka or in Stockholm.
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§ 7 |
The following items will be dealt with at the annual general meeting:
1. Election of chairman for the general meeting;
2. Drawing up and approval of the electoral register;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Decision of whether the general meeting has been lawfully convened;
Office translation
6. Presentation of the annual accounts and the audit report plus the consolidated accounts and the consolidated audit report;
7. Decision to;
a) adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
b) allocate the company’s profit or loss in accordance with the adopted balance sheet;
c) discharge the directors of the board and the chief executive officer for their administration of the company;
8. Establishment of the number of board members and deputy board members and the number of auditors and deputy auditors;
9. Establishment of fees to the board of directors and the auditor;
10. Election of board members, chairman of the board and when applicable auditors and deputy auditors;
11. Decision regarding guidelines for remuneration to senior executives.
12. Decision regarding guidelines for the appointment of a nomination committee.
13. Other matters to be addressed at the general meeting pursuant to the Swedish Companies Act (SFS 2005:551) (Sw: aktiebolagslagen) or to the Articles of Association.
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§ 8 | |
The financial year of the company shall be January 1st - December 31st.
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§ 9 | |
The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (SFS 1998:1479) (Sw: lag om kontoföring av finansiella instrument).
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