Welding fume extraction solutions

Articles of Association

1§ Company name. The name of the Company is Nederman Holding Aktiebolag. The Company is a public company (publ).

2 § Registered office. The registered office of the board of directors is in Helsingborg municipality.

3 § Company’s operations. The object of the Company’s operations is to directly or through subsidiaries produce and market products to improve the industrial workplace environment and to own and manage enterprises as well as real estate and personal property, and to engage in compatible operations.

4 § Share capital. The Company’s share capital shall not be lower than seven hundred and fifty thousand (SEK 750,000) and shall not exceed three million (SEK 3,000,000).

5 § Number of shares. The number of shares shall be no lower than ten million (10,000,000) and shall not exceed forty million (40,000,000).

6 § VPC-registered company. The Company’s shares shall be registered in a CSD register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

7 § Financial year. The Company’s financial year shall be the calendar year.

8 § Board of directors. The board of directors shall consist of at least three (3) and not more than eight (8) members with a maximum of three (3) deputies. Board members will be elected annually at the Annual General Meeting for the period extending until the close of the next Annual General Meeting.

9 § Auditor. The firm shall have at least one (1) and no more than two (2) auditors, without or with no more than one (1) deputy auditor. An approved or authorized public accountant or a registered auditing firm shall be appointed auditor and, where appropriate, deputy auditor.

10 § Notice of Annual General Meeting. Notice of the Annual General Meeting and of Extra General Meetings convened to address amendments to the Articles of Association, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting. Notice of Annual General Meeting shall be given in Post- och Inrikes Tidningar as well as on the company’s website. It shall be advertized in Svenska Dagbladet or, if publication is cancelled, in Dagens Industri instead, that notice of the meeting has been given.

11 § Right to participate in Annual General Meeting. Shareholders who wish to participate in proceedings at the Annual General Meeting must be included in the transcript of the entire share register pertaining to the situation no later than five (5) weekdays before the annual general meeting, and they must register with the Company no later than 4 p.m. of the day specified in the notice of the annual general meeting. This day may not be a Sunday, other general holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve, nor may it fall earlier than the fifth weekday before the annual general meeting. Shareholders or representatives may be accompanied by a maximum of two assistants at a annual general meeting, but only if the shareholder has notified the Company of the number of assistants in accordance with the preceding paragraph.

12 § Location of Annual General Meeting. The Annual General Meeting may be held in Helsingborg or Stockholm.

13 § Annual General Meeting. The Annual General Meeting shall address the following matters:

  1. Election of the chairperson 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 the auditors’ report and report on the consolidated accounts;
  7. Resolution to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
  8. Resolutions on appropriation of the Company’s profit or loss according to the adopted balance sheet;
  9. Resolution to discharge members of the board of directors and the Chief Executive Officer from liability;
  10. Determination of the number of board members and deputies, as well as, where appropriate, auditors and deputy auditors;
  11. Establishment of remuneration to the board of directors and, where applicable, the auditors;
  12. Election of board members and any deputies and, where appropriate, auditors and any deputy auditors; Other business to be addressed by the annual general meeting in accordance with the Swedish Companies Act or the Articles of Association.

These articles of association were adopted by the Annual General Meeting on 26 April 2011.