Articles of Association
Articles of Association for Balco Group AB, corporate identity number 556821-2319, adopted at the Extraordinary General Meeting on November 24, 2020.
§ 1 Company
The Company’s name is Balco Group AB. The Company is a public company (publ).
§ 2 Registered office
The board is based in Växjö municipality, Kronoberg county.
§ 3 Operation
The company shall, directly and indirectly through subsidiaries, conduct business within manufacture and delivery of balcony solutions and related activities. In addition, the company must own and manage property and practice accordingly Operation.
§ 4 Share capital
The share capital shall be not less than SEK 100,000,000 and not more than SEK 400,000,000.
§ 5 Number of shares
There shall be not less than 15,000,000 shares and not more than 60,000,000 shares.
§ 6 Board of Directors
The Company’s board of directors shall consist of not less than three and not more than ten directors without any alternate directors. The directors shall be elected annually at the annual general meeting to serve until the close of the next annual general meeting.
§ 7 Auditors
The Company shall have not less than one and not more than two auditors and an equal number of alternate auditors. An authorized public accountant or a registered accounting company shall be appointed as auditor and, where applicable, alternate auditor.
§ 8 Notice of shareholder meetings
Notice of shareholders’ meetings shall be given through advertisement in the Official Gazette (Post and Domestic newspapers) and through notice being given on the Company’s website. The Company shall place an advertisement in Dagens Industri stating that notice has been given. Notice of the annual general meeting and extraordinary general meetings shall be issued not earlier than six, and not later than four, weeks prior to the meeting.
Shareholders who wish to participate at shareholders’ meetings must give notice of such to the Company not later than the date stated in the notice of the meeting.
The latter-mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve and may not be earlier than the fifth weekday prior to the shareholders’ meeting.
Shareholders may be accompanied at shareholders’ meetings by a maximum of two assistants, provided the shareholder has given notice to the Company in the manner stated in the preceding paragraph of the number of assistants.
§ 9 Annual General meetings
At the Annual General Meeting, the following matters shall occur.
(1) Election of chairman of the meeting.
(2) Establishment and approval of the ballot paper.
(3) Approval of agenda.
(4) Selection of one or two protocol adjusters.
(5) Examination of whether the meeting has been duly convened.
(6) Decision on:
(i) the adoption of the income statement and balance sheet and, where applicable,
consolidated income statement and consolidated balance sheet;
(ii) dispositions regarding the company’s profit or loss according to the established
the balance sheet; and
(iii) discharge of liability of Board members and the CEO.
(7) Determination of board and auditor fees.
(8) Election of the Board of Directors and, where applicable, the auditor.
(9) Resolution on guidelines for remuneration to senior executives.
(10) Resolution on the Nomination Committee.
(11) Other matters, which come before the meeting in accordance with the Swedish Companies Act or
the Articles of Association.
§ 10 Financial year
The Company’s financial year shall be 1 January – 31 December.
§ 11 CSD provision
The Company’s shares shall be registered in a CSD register pursuant to the Accounting of Financial Instruments Act (SFS 1998:1479).