§ 1
The corporate name of the company is NYAB AB. The company is a public company (publ).
§ 2
The board of directors shall have its registered office in Luleå, Sweden.
§ 3
The object of the company’s business is to, directly or indirectly, (i) offer services regarding building, construction, maintenance, engineering and development of energy and construction projects, (ii) engage in securities trading and the ownership, sale and rental of real estate, and (iii) engage in other activities compatible therewith.
§ 4
The financial year of the company shall be the calendar year.
§ 5
The company’s accounting currency shall be euro.
§ 6
The company’s share capital shall amount to not less than EUR 70,000 and not more than EUR 280,000.
§ 7
The number of shares shall not be less than 700,000,000 and not more than 2,800,000,000.
§ 8
The company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
§ 9
The board of directors shall, to the extent elected by the general meeting, consist of not less than three (3) and not more than nine (9) directors.
§ 10
The company shall have not less than one (1) and not more than two (2) auditors, with or without deputy auditors, or a registered audit firm.
§ 11
Notice of general meetings shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Industri. Should the nationwide distribution of Dagens Industri be discontinued, the announcement shall be published in Svenska Dagbladet instead.
§ 12
Shareholders who wish to participate in a general meeting must be recorded in a transcription or other presentation of the register of shareholders in effect six banking days prior to the meeting and must notify the company of their intention to attend no later than the day stipulated in the notice of the meeting. The last-mentioned day may not fall on a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it fall earlier than the fifth weekday prior to the meeting.
At a general meeting, shareholders may be accompanied by one or two assistants, although only if the shareholder has given notification of this as specified in the previous paragraph.
§ 13
The board of directors may resolve to allow the shareholders to exercise their right of voting at general meetings via postal voting in advance of the general meeting in accordance with Chapter 7, Section 4a of the Swedish Companies Act (2005:551). The board of directors may collect proxies at the expense of the company in accordance with Chapter 7, Section 4 of the Swedish Companies Act (2005:551).
§ 14
The board of directors may resolve that a general meeting shall be held in Luleå or Stockholm.
§ 15
At annual general meetings, the following items shall be addressed:
1. Election of the chair 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 auditor’s report and the group financial report and the group auditor’s report.
7. Resolutions regarding adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
8. Resolution regarding allocation of the company’s result pursuant to the adopted balance sheet.
9. Resolution regarding discharge from liability for the directors and the managing director.
10. Resolution regarding the number of directors and deputy directors and, if applicable, the number of auditors and deputy auditors.
11. Resolution regarding remuneration to the directors and, if applicable, remuneration to the auditors.
12. Election of directors and deputy directors and, if applicable, auditors and deputy auditors.
13. Any other matter on which the meeting is required to decide pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
