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.
ARTICLES OF ASSOCIATION for NIBE INDUSTRIER AB (publ)
Corporate identity No. 556374-8309
§ 1 Company name
The name of the company is NIBE Industrier AB. The company is public (publ).
§ 2 Domicile
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 with these operations.
§ 4 Share capital
The share capital shall amount to no less than forty million (62,500,000) SEK and no more than eighty million (125,000,000) SEK.
§ 5 Number of shares
The number of shares shall amount to no less than sixty four million (400,000,000) and no more than one hundred and twenty eight million (800,000,000).
§ 6 Share classes and shareholder’s right when increasing the share capital
Two classes of shares may be issued, class A and class B. Class A-shares may be issued to such a number that they represent no more than thirty (30) percent of the number of shares that may be issued in the company and class B-shares may be issued to such a number that they represent no more than one hundred (100) percent of the number of shares that may be issued in the company.
Class A-share conveys ten (10) votes and class B-share one (1) vote.
In the event of an increase of the share capital by means of a cash issue or a set-off issue the following shall apply: an existing share shall entitle the holder of such share the preferential right to a new share of the same class, shares that are not subscribed by the shareholders with primary entitlement shall be offered to all shareholders; and, if the total number of shares subscribed for on the basis of the last-mentioned offer cannot be issued, the shares shall be divided between the subscribers in proportion to the number of shares that they own prior to the issue, and, to the extent that this cannot be done, by means of drawing lots.
If the company decides, by means of a cash issue or a set-off issue, to issue warrants or convertibles, the shareholders have preferential right to subscribe for warrants as if the issue concerned shares which may be subscribed for due to the right of option, and preferential right to subscribe for convertibles as if the issue concerned shares which the convertibles may be exchanged for.
What has been stated above shall not constitute any restriction on the possibility to decide on cash issue or set-off issue with deviation from the shareholders’ preferential right.
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 of the share capital through a bonus issue, the shareholders have preferential right to the new shares in proportion to the number of shares which they own prior to the issue; in this situation, holder of A-shares has the right to new A-shares and holder of B-shares has the right to new B-shares. What has been stated now shall not constitute any restriction on the possibility to issue shares of a new class, through a bonus issue, subsequent to necessary amendments of the articles of association.
§ 7 Share conversion
It shall be possible to convert an A-share into a B-share in the following way:
Holder of an A-share shall have the right to demand that such share shall be converted to a B-share. A statement to that effect shall be made in writing to the company’s board of directors. The statement shall specify the number of shares for which conversion is required. The company’s board of directors is obliged, without delay, to deal with requests to convert A-shares to B-shares. Such conversion shall be reported for registration without delay and is implemented 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 no less than five (5) and no more than seven (7) board members with no more than five deputy board members.
§ 9 Auditors
The company shall have no less than one (1) and no more than two (2) auditors with no more than two (2) deputy auditors. It is possible to appoint as auditors no less than one (1) and no more than two (2) registered public accounting firms.
§ 10 Notice of general meeting
Notice of a general meeting shall be made through the placement of an advertisement in 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 prior to 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 on one hand be listed in the printout or other presentation of the full share register concerning the conditions five weekdays before the meeting, on the other notify the company at the latest by 4.00 p.m. on the day stipulated in the notice of the meeting. Last-mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not occur any earlier than the fifth weekday prior to the 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 before the end of June.
The chairman of the board or a person nominated by the board shall open and lead the general meeting until a chairman has been elected.
The following matters shall be dealt with at the annual general meeting.
1. Election of chairman at the meeting.
2. Preparation and approval of a voting list.
3. Approval of agenda.
4. Election of one or two persons to verify the minutes.
5. Examination if the meeting has been properly convened.
6. Presentation of the annual report and the auditor’s report and, where appropriate, the group financial statement and the group auditor’s report.
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 of the board members and the managing director.
8. Determination of the number of board members, deputy board members and, where appropriate, 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 appropriate, auditors and deputy auditors or registered public accounting firms.
11. Other matters 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-sale purchase 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), the A-share shall immediately be offered by the acquirer for purchase pursuant to post-sale purchase 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. In this paragraph, the transfer of shares also includes transfer by means of inheritance, a will, gift, division of marital property or other acquisition pursuant to family law.
Upon notification of the transfer of an A-share, the board of directors shall immediately in writing notify each post-sale purchase right holder, which postal address is noted in the share register or otherwise known to the company, thus requesting the post-sale purchase right holder wanting to make use of its purchase right, to submit to the company a written demand to purchase within two (2) months of the notification to the board of directors of the transfer of the A-share. A post-sale purchase right may not be exercised for a smaller number of shares than the number of shares included in the offer.
In the event that more than one post-sale purchase right holder submit to the company a demand to purchase, the right of priority amongst such post-sale purchase right holders 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-sale purchase rights, the A-shares shall first, as far as possible, be distributed in proportion to previous holding of A-shares amongst the post-sale purchase right holders requesting demand to purchase.
The purchase sum per A-share shall amount to a tenth part (1/10) of the share’s quota value. The purchase sum shall be paid within one (1) month from the point in time when the purchase sum was determined. No other conditions shall apply for the purchase.
If, within the stipulated time period, no post-sale purchase right holder submits a demand to purchase, or effects payment of the purchase sum within the stipulated time, the acquirer shall be entitled to be registered as owner of the A-share.
If the acquirer and the post-sale purchase right holder requesting demand to purchase do not agree on the issue of the purchase, the post-sale purchase right holder requesting demand to purchase may initiate proceedings within two months from the day when the demand to purchase was submitted to the company.
In the event of a dispute on the issue of the purchase between the acquirer and the post-sale purchase right holder requesting demand to purchase, such a 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-sale purchase 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 taken at the Extraordinary General Meeting on October 3, 2016.