Articles of association
Articles of Association for Rottneros AB (PUBL), Reg.No. 556013-5872, Approved at the Annual General Meeting 28 April 2021.
(This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.)
The company name of the company is Rottneros AB (publ). The company is public.
The board shall be based in Sunne.
General meetings shall be held in Sunne, Karlstad, Stockholm or Söderhamn as determined by the board.
The company shall directly and indirectly conduct timber industry operations, especially comprising paper pulp and similar products, and refinement of forest raw materials together with other operations compatible therewith and also to own and manage real and personal property.
The share capital shall comprise at least SEK 100,000,000 and at most SEK 400,000,000.
The number of shares shall be at least 100,000,000 and at most 400,000,000.
The board shall comprise at least three and at most ten members in addition to those members who according to law are appointed by someone other than the AGM.
The company shall have one to two auditors with or without deputy auditors. A registered public accounting firm may also be appointed.
Notice of general meetings shall be given by announcement in Post- och Inrikes Tidningar [Swedish Official Gazette] and on the company's website. At the time of such notice, information about notice having been given shall be published in Dagens Nyheter [a national daily newspaper].
Shareholders who provide notification of their intention to attend the general meeting no later than on the date stipulated in the notice convening the meeting, are entitled to attend the general meeting. Such day may not be a public holiday or a day before a public holiday and may not fall earlier than the fifth ordinary working day preceding the meeting.
A shareholder attending a general meeting may be accompanied by one or two assistants, though only if the shareholder has given notice of the number of assistants in accordance with the previous paragraph.
The following matters shall be dealt with at the annual general meeting:
1. Election of Chair for the meeting.
2. Approval of voting list.
3. Approval of agenda.
4. Election of one or two officers to check the minutes.
5. Consideration of whether the meeting has been duly convened.
6. Presentation of the annual report and audit report and consolidated accounts and Group audit report.
7. Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
8. Decision on appropriations concerning the profits or losses of the company in accordance with the adopted balance sheet,
9. Decision on discharge from liability for the board members and the managing director,
10. Determination of fees for the board and the auditors.
11. Determination of the number of board members.
12. Election of board members.
13. When appropriate, election of auditors and deputy auditors.
14. Other matters that have been duly referred for consideration by the meeting.
The calendar year shall be the company's financial year.
The shares of the company shall be registered in a closing date register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551).
The Board of Directors may decide, ahead of a general meeting, that shareholders should be able to exercise their voting rights by post prior to the general meeting.