THE ENGLISH TEXT IS AN UNCERTIFIED TRANSLATION AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE ENGLISH TEXT AND THE SWEDISH TEXT, THE SWEDISH TEXT SHALL PREVAIL
Articles of Association
Impact Coatings AB (publ) 556544-5318
1 § Company name
The Company’s business name is Impact Coatings AB (publ).
2 § Registered office
The board shall have its registered office in the municipality of Linköping, Östergötland county, Sweden.
3 § Activities
The company’s business activities shall be development, marketing and sales of products and services within coatings using thin film technology together with associated activities.
4 § Share capital
The share capital shall be not less than 2 500 000 SEK and not exceeding 10 000 000 SEK.
5 § Number of shares
The number of shares shall be not less than 20 000 000 and not exceeding 80 000 000.
6 § Board of directors
The board shall consist of not less than 3 and not exceeding 6 board members and not less than 0 and not exceeding 6 deputy board members.
7 § Auditors
To audit the company’s annual report and accounts as well as the administration and management of the company provided by the board and CEO, an auditor with or without one deputy auditor shall be appointed.
8 § Notice of general meeting
Notice of Annual General Meeting (AGM) shall be published in ”Post- och Inrikes Tidningar” and on the Company’s website, 6 weeks at the earliest and no later than 4 weeks before the meeting. Made notice shall be advertised in “Dagens Industri”. Notice to an extra ordinary general meeting, where the amendment of the Articles of Association is not to be treated, shall be done in the same manner and shall be done 6 weeks at the earliest and no later than 3 weeks before such meeting.
To be allowed to participate in the general meeting a shareholder shall be registered in the transcript of the entire share register five workdays prior to the meeting, and secondly notify the Company latest on the date specified in the notice of meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor earlier than the fifth day before the meeting.
9 § Annual General Meeting
The Annual General Meeting (AGM), as well as other general meeting of shareholders, can apart from in Linköping also be held in Stockholm.
At the Annual General Meeting (AGM) the following items shall be addressed:
1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and auditor’s report.
7. Resolutions regarding:
a) the adoption of the income statement and balance sheet,
b) allocation of the company’s result in accordance with the adopted balance sheet, and
c) discharge from liability for the board of directors and the managing director.
8. Resolution regarding remuneration to the board of directors and the auditors.
9. Resolution of the number of Board members and deputy board members.
10. Election to the board of directors and, if applicable, the auditor and deputy auditor.
11. Other matter which shall be raised at the general meeting of shareholders in accordance with the Swedish Companies Act or the Articles of Association.
10 § Financial year
The financial year of the Company shall comprise the period January 1 to December 31.
11 § Securities depository registration clause
The Company’s shares shall be recorded in a register under the Act (1998:1479) of financial instruments.
The Articles of Association were established at the Annual General Meeting on May 17, 2018.