Articles of Association

Corporate Identity Number:556110-6203
Adopted: 22 April 1999
In force: 22 April 1999
Last revision: 28 April 2011

§ 1

The name of the company is Aktiebolaget Fagerhult. The company is a public company (publ).

§ 2

The Board of Directors of the company shall have its registered office in Fagerhult, Municipality of Habo, County of Jönköping.

§ 3

The object of the company’s operations is to carry out the production and sale of electrical light fittings, to own and manage movable and immovable property, and to pursue other activities associated with this.

§ 4

The share capital shall be no less than SEK fifty-one million (51,000,000) and no more than SEK two hundred and four million (204,000,000).

§ 5

The number of shares shall be no fewer than ten million (10,000,000) and no more than forty million (40,000,000).

§ 6

The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) directors with not more than four (4) deputy directors.

§ 7

For audit of the administration of the board of directors and the managing director as well as the books of account, one or two auditors, with or without deputy auditors, or a registered public accounting firm, shall be appointed at the Annual General Meeting of Shareholders.

§ 8

The calendar year shall be the Company’s fiscal year.

§ 9

A notice convening an Annual General Meeting and an Extraordinary General Meeting to resolve upon an amendment of the Articles of Association shall be published in Post- och Inrikes Tidningar and on the company website. The notice shall be published no earlier than six (6) and no later than four (4) weeks prior to the meeting. An advertisement in a national newspaper should announce that the notice has been made. A notice convening another Extraordinary General Meeting shall take place no earlier than six (6) weeks and no later than three (3) weeks prior to the meeting.

Other messages shall be presented to the shareholders in the same manner or by mailed letter. Shareholders wishing to participate in the business of a General Meeting must give notice to the Company not later than the day mentioned in the notice convening the meeting, before 2 p.m. The last mentioned day must not be a Saturday, a Sunday, Midsummer Eve, Christmas Eve, New Year's Eve or any other public holiday, and must not fall earlier than on the fifth weekday before the General Meeting.

§ 10

A General Meeting shall be conducted annually within six months from the end of the financial year. At the Annual General Meeting, the following matters shall be dealt with:

  1. Election of a Chairman to preside at the Meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two people to check the minutes;
  5. Determination of whether the Meeting has been duly convened;
  6. Presentation of the Annual Report and the Auditor’s Report on the Company and, when applicable, the Consolidated Accounts and the Auditor’s Report on the Group.
  7. Resolutions concerning
    1. the adoption of the Income Statement and the Balance Sheet of the company and, when applicable, the Consolidated Income Statement and the Consolidated Balance Sheet
    2. the appropriation of the Company’s profit or loss according to the Balance Sheet adopted
    3. the discharge of the Directors of the Board and the President from personal liability;
  8. Determination of the fees to be paid to the directors and deputy directors and the auditors;
  9. Election of the Board of Directors and, where appropriate, election of the auditors, with or without deputy auditors, or a registered public accounting firm;
  10. Any other business duly referred to the Meeting in accordance with the Company Act (2005:551) or the Articles of Association.

§ 11

General Meetings may also be held in Jönköping, as well as Fagerhult

§ 12

The Company’s shares shall be registered in a Central Securities Depository (CSD) in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).