This is an unofficial translation and if there is a conflict between the English and the Swedish versions, the Swedish version shall prevail.
ARTICLES OF ASSOCIATION OF SECO TOOLS AKTIEBOLAG
§ 1 The registered name of the Company is Seco Tools Aktiebolag. The Company is a public limited liability company (publ).
§ 2 The object of the Company’s business is to conduct industrial operations, preferably in the fields of cemented carbide, tools, electronic and process systems related to tools and tooling systems and other operations in related or comparable industries, and to own, manage and conduct trading in real estate property, shares and other securities. The Company may also conduct leasing and other financing operations as well as lending and any other business related thereto. The Company may conduct its operations directly or indirectly through ownership in other companies.
The Company is entitled to stand surety or provide any other security for obligations of its subsidiaries or its other associated companies.
§ 3 The registered office of the Board of Directors is in Fagersta, Sweden.
§4 The Company’s share capital shall be not less than SEK 70,000,000 and not more than SEK 280,000,000.
§ 5 The number of shares shall be not less than 140,000,000 and not more than 560,000,000.
§ 6 The Company’s shares may be issued in two classes, Series A and Series B. Series A shares shall carry ten votes and Series B shares one vote.
Shares of series A may be issued up to a maximum of 336,000,000 and shares of Series B may be issued up to a maximum of 224,000,000.
If the Company resolves to issue new Series A and Series B shares by way of a cash issue or an issue against payment through set-off of claims, holders of Series A and Series B shares shall have preferential rights to subscribe for new shares of the same kind (primary preferential right) in relation to the number of shares previously held. Shares not subscribed for on the basis of primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription based on subsidiary preferential right, the shares shall be distributed among the subscribers in relation to the number of shares already held and, to the extent that this is not possible, by the drawing of lots.
If the Company resolves to issue new shares of either Series A or Series B, by way of a cash issue or an issue against payment through set-off of claims, all shareholders, regardless of whether they hold Series A or Series B shares, shall have preferential rights to subscribe for new shares in relation to the number of shares already held.
If the Company resolves to issue warrants or convertibles by way of a cash issue or an issue against payment through set-off of claims, the shareholders have preferential rights to subscribe to warrants as if the issue were of the shares that may be subscribed to pursuant to the warrant and, respectively, preferential rights to subscribe to convertibles as if the issue were of the shares that the convertibles may be converted to.
The provisions above shall not limit the possibility of the Company to resolve a cash issue or an issue against payment through set-off of claims where the preferential rights of the shareholders are deviated from.
In the event of a bonus issue made to increase the share capital, new shares of each series shall be issued in proportion to the number of shares of the same series already issued. In such cases, existing shares of a given series shall entitle to new shares of the same series. However, the aforementioned shall not limit the possibility of issuing shares of a new class through a bonus issue provided that the Articles of Association are changed accordingly.
§ 7 The members of the board of directors elected by the general meeting of shareholders shall con-sist of not fewer than four and not more than eight members, with not more than four deputies.
§ 8 Two or three auditors, with not more than two deputies, shall be appointed at the General Meeting of Shareholders. The Meeting can also appoint an auditor, without a deputy, if the Meeting appoints a registered auditing company as its auditor.
§ 9 The Company’s financial year shall be the calendar year.
§ 10 Notice of a General Meeting of Shareholders shall be given in the form of an announcement in Post- och Inrikes Tidningar and on the Company’s website. Confirmation of the notice shall be announced in Svenska Dagbladet and in a daily newspaper published in Fagersta, Sweden or Västerås, Sweden
§ 11 To be entitled to participate at a General Meeting of Shareholders, a shareholder must (i) be included in the share register five workdays prior to the meeting, and (ii) notify the company of its intention to attend the meeting not later than on the date set out in the notice convening the General Meeting. Such day shall not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than five workdays prior to the meeting.
Shareholders attending the General Meeting may be accompanied by either one or two assistants, provided that the shareholder notifies the Company of the number of assistants as prescribed in the preceding paragraph.
§ 12 The following matters shall be dealt with at the annual general meeting:
1. election of a chairman of the meeting;
2. preparation and approval of a voting list;
3. election of one or two persons to verify the minutes;
4. approval of the agenda for the meeting;
5. examination of whether the meeting has been duly convened;
6. presentation of the annual report and of the auditors’ report and of the consolidated financial statements and of the auditors’ report on the group;
7. resolutions concerning the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
8. resolutions concerning the discharge from liability for the members of the board of directors and for the managing director for the previous financial year;
9. resolution concerning the disposition to be made of the Company’s profit or loss as shown in the balance sheet adopted by the meeting;
10. determination of the number of board members and deputy members;
11. where applicable, determination of the number of auditors;
12. determination of the fees to be paid to the members of the board of directors and, where applicable, the auditors;
13. election of the board of directors and, where applicable, auditors and deputy auditors.
14. other business to be addressed by the meeting in accordance with the Swedish Companies Act or the Articles of Association.
§ 13 The general meeting of shareholders shall be held in Fagersta, Sweden or Stockholm, Sweden.
§ 14 The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).