N.B. In the event that the contents of the Swedish and English version of these articles of association should be found to diverge, the Swedish version shall prevail.
Corporate identity No. 556374-8309
§ 1 Company name
The name of the company is NIBE Industrier AB. The company is public (publ).
§ 2 Registered office
The board of directors shall have its registered office in Markaryd.
§ 3 Object
The object of the company is to own and administer shares and to carry out management and administrative activities for the company’s subsidiaries as well as to pursue other activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than sixty two million and five hundred thousand (62,500,000) SEK and not more than one hundred and twenty five million (125,000,000) SEK.
§ 5 Number of shares
The number of shares shall be not less than four hundred million (400,000,000) and not more than eight hundred million (800,000,000).
§ 6 Share classes and shareholder’s right where the company resolves to increase the share capital
There shall be two classes of shares, class A and class B. Class A-shares may be issued to a number corresponding to not more than thirty (30) percent of the number of shares that can be issued in the company and class B-shares may be issued to a number corresponding to not more than one hundred (100) percent of the number of shares that can be issued in the company.
Class A-shares convey ten (10) votes and class B-shares one (1) vote.
In the event of an increase of the share capital by means of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class. Shares that are not subscribed for pursuant to the shareholders with pre-emption rights shall be offered to all shareholders. If the total number of shares subscribed for pursuant to the last-mentioned offer cannot be issued, the shares shall be alloted between the subscribers in proportion to the number of shares they previously own and in case this is not possible, the shares shall be alloted by means of drawing of lots.
In the event the company resolves, by means of a cash issue or a set-off issue, to issue warrants or convertible instruments, the shareholders shall have pre-emption rights to subscribe for warrants as if the issue concerned those shares which will be subscribed for due to the right of option, and pre-emption rights to subscribe for convertible instruments as if the issue concerned those shares which the convertible instruments will be exchanged for.
What has been stated above shall not constitute any restrictions on the possibility for the company to resolve on a cash issue or set-off issue with deviation from the shareholders’ pre-emption rights.
In the event of a bonus issue, new shares of each class shall be issued in proportion to the number of previously existing shares of the same class. In the event of an increase in the share capital by means of a bonus issue, the shareholders have pre-emption rights to the new shares in proportion to the number of shares they previously own. In relation thereto, holders of A-shares shall be entitled to new A-shares and holders of B-shares shall be entitled to new B-shares. The aforementioned shall not constitute any restrictions on the possibility for the company to issue shares of a new class, through a bonus issue, subsequent to necessary amendments to the articles of association.
§ 7 Share conversion
Class A-shares may be converted into class B-shares in the following way:
Holder of an A-share shall have the right to request that such share shall be converted to a B-share. A request for conversion shall be made in writing to the company’s board of directors. The request shall specify the number of shares for which conversion is requested. The company’s board of directors is obliged, without delay, to deal with requests to convert A-shares to B-shares. The conversion shall be reported for registration without delay and is effected at the time of registration.
§ 8 Composition of the board of directors
The board of directors shall, in addition to those members who can legally be appointed by somebody other than a general meeting of shareholders, consist of not less than five (5) and not more than seven (7) board members with not more than five deputy board members.
§ 9 Auditors
The company shall have not less than one (1) and not more than two (2) auditors with not more than two (2) deputy auditors. Not less than one (1) and not more than two (2) registered public accounting firms can also be appointed as auditors.
§ 10 Notice of general meetings
Notice of a general meeting shall be placed in the Swedish Official Gazette (Post och Inrikes Tidningar) and on the company’s web site. It shall be advertised in Svenska Dagbladet that notice has been made.
Notice of an annual general meeting and notice of an extraordinary general meeting, at which changes to the articles of association will be dealt with, shall be made at the earliest six (6) weeks and at the latest four (4) weeks before the general meeting. Notice of other extraordinary general meeting shall be made at the earliest six (6) weeks and at the latest three (3) weeks before such meeting.
§ 11 Shareholder’s and advisor’s right to participate in a general meeting
A shareholder wishing to participate in a general meeting, shall notify the company at the latest on the day stipulated in the notice of the general meeting. Last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur any earlier than the fifth weekday prior to the general meeting. Advisor of a shareholder may only accompany the shareholder if the shareholder informs the company in the abovementioned way and states the number of advisors, one or two, who will participate in the general meeting.
§ 12 Venue of the general meetings
General meetings shall be held in Markaryd.
§ 13 Annual general meeting
Annual general meeting shall be held each year before the end of June.
The chairman of the board of directors or a person nominated by the board of directors shall open and conduct the proceedings until a chairman of the meeting has been elected.
The following matters shall be dealt with at the annual general meeting.
1. Election of 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 convened in the proper manner.
6. Presentation of the annual report and the auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group.
7. Resolution in respect of
a) adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
b) allocation of the company’s profit or loss according to the adopted balance sheet;
c) discharge from liability for the board members and the managing director.
8. Determination of the number of board members and deputy board members and, where applicable, the number of auditors and deputy auditors or registered public accounting firms.
9. Determination of fees to the board of directors and the auditors.
10. Election of board members, deputy board members and chairman of the board and, where applicable, auditors and deputy auditors or registered public accounting firms.
11. Any other matter to be dealt with at the meeting pursuant to the Swedish Companies Act (2005:551) or the articles of association.
§ 14 Financial year
The company’s financial year is the calendar year.
§ 15 CSD clause
The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479)
§ 16 Post-transfer acquisition right
If a share of class A (“A-share”) is transferred from one shareholder to another shareholder in the company, or to someone who is not previously a shareholder in the company (the acquirer), in cases other than when the A-share is transferred to A-shareholder’s child, grandchild or great grandchild by means of gift, inheritance or a will,the A-share shall immediately be offered by the acquirer for purchase pursuant to post-transfer acquisition rights to the other holders of A-shares by submission of a written notification to the company’s board of directors. The acquisition of the A-share shall then be verified.
Upon notification of the transfer of an A-share, the board of directors shall immediately in writing notify each party with a postal address noted in the share register or otherwise known to the company, who is entitled to purchase the shares, requesting such party wanting to make use of its purchase right, to submit to the company a written notice to exercise the post-transfer acquisition rights within two (2) months of the notification to the board of directors of the transfer of the A-share. The purchase may not be made for a smaller number of shares than those covered by the post-transfer acquisition right.
In the event that several parties entitled to exercise post-transfer acquisition rights submit to the company a request to purchase, the right of priority amongst such parties shall be determined by the drawing of lots, carried out by Notary Public. Yet, if at the same time, several A-shares have been offered for purchase pursuant to post-transfer acquisition rights, the A-shares shall first, to the extent possible, be allocated in proportion to previous holding of A-shares amongst the parties giving notice to exercise their post-transfer acquisition rights.
The purchase price per A-share shall amount to a tenth part (1/10) of the share’s quota value. The purchase price shall be paid within one (1) month from the date on which the purchase price was determined. No other conditions shall apply to the purchase.
If, within the stipulated time period, no party entitled to exercise post-transfer acquisition rights submits a request to purchase, or payment of the purchase price is not effected within the stipulated time, the acquirer shall be entitled to be registered as owner of the A-share.
If the acquirer and the party seeking to exercise post-transfer acquisition rights do not agree on the purchase, the party seeking to exercise post-transfer acquisition rights may initiate legal proceedings within two months from the date on which the notice of exercise of post-transfer acquisition rights was submitted to the company.
In the event of a dispute about the purchase between the acquirer and the party seeking to exercise post-transfer acquisition rights, such dispute shall be resolved through arbitration in accordance with the Swedish Arbitration Act in force at the time the dispute is referred to arbitration.
According to chapter 4 section 29 of the Swedish Companies Act (2005:551) an obligation to offer the shares for purchase pursuant to post-transfer acquisition rights as set out above arises for a decedent’s estate if the shares are not transferred to a new owner within one year from the date of death.
These articles of association have been adopted at the Annual General Meeting on May 14, 2020.