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 7 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 made by announcement in ”Post- och Inrikes Tidningar” and on the Company’s website, no earlier than six and no later than four weeks before the general meeting. That the notice has been made shall be advertised in “Dagens Industri”. Notice of an extraordinary general meeting, where amendments to the Articles of Association will not be considered, shall be available in a corresponding manner and shall take place no earlier than six and no later than three weeks before such meeting.
To be allowed to participate in the meeting, a shareholder must notify the company no later than the day specified in the notice convening the meeting. The aforementioned day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it fall earlier than the fifth weekday 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.
The board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, or the Swedish Companies Act (2005:551).
For a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.
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 must be registered in a record register in accordance with the Act (1998:1497) on central securities depositories and accounting for financial instruments.
The Articles of Association were established at the Annual General Meeting on May 18, 2021.