Articles of Association
1 § Company name
The name of the company is Nordic Paper Holding AB. The company is a public limited liability company (publ).
2 § Operations
The objective of the company´s operations is to be able to, directly or indirectly, conduct industry and trade operations, primarily within the pulp and paper industry and to own and manage real property and chattels and also trade in shares and other securities.
3 § Registered office
The company´s Board of Directors is located in Karlstad. General meetings shall be held in Karlstad or in Stockholm according to decision by the board.
4 § Share capital
The company´s share capital is to be not less than SEK 19,116,800 and not more than SEK 76,467,200.
5 § Number of shares
The number of shares is to be not less than 66,908,800 and not more than 267,635,200.
6 § Board of directors
The Board of Directors, as elected by the general meeting, is to comprise not fewer than three (3) and not more than ten (10) members without deputies.
7 § Auditors
The company is to have one (1) or two (2) auditors with or without deputy auditors. An authorised auditor or a registered auditing company will be elected as auditor.
8 § Annual General Meeting
The following matters will be addressed at the Annual General Meeting:
- Election of a Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two officers to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the Annual Report and the Auditor´s Report and the Consolidated Financial Statement and Auditor´s Report for the Group.
- Decisions concerning:
a. Adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet;
b. Appropriation of the company´s profit or loss in accordance with the adopted balance sheet;
c. Discharge from liability of the Board members and the CEO.
- Adoption of the number of Board members and number of auditors and deputy auditors.
- Adoption of fees for members of the Board and the auditors.
- Election of Board members and chair.
- Election of auditors and deputy auditors.
- Approval of guarantee commitments for subsidiaries.
- Other mattes to be considered at the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
9 § Notice to attend General Meetings
9.1 Official notification of the general meeting of shareholders is to take the form of an announcement in the Swedish Official Gazette, “Post och Inrikes Tidningar”, and on the company´s website. The announcement of the notice of the General Meeting is to be advertised in “Dagens Industri”.
9.2 Notice to Annual General Meetings and notice to Extraordinary General Meetings, where amendment of the articles of association shall be resolved upon, shall be published not earlier than six weeks and not later than four weeks prior to the General Meeting. Notice to other Extraordinary General Meetings shall be published not earlier than six weeks and not later than three weeks prior to the General Meeting.
9.3 Shareholders wishing to participate in the General Meeting of the Shareholders must notify the company of their intention to attend the Meeting not later than the day stipulated in the notice convening the General Meeting. This day may not be a Sunday, any other public holiday, a Saturday, Midsummer´s Eve, Christmas Eve or New Year´s Eve and may not fall earlier than the fifth weekday before the General Meeting.
9.4 At the General Meeting, shareholders may be accompanied by one or two advisors, however, only if the shareholder notifies the company of the number of advisors in the manner stated above.
10 § Collecting of powers of attorneys and vote by post
The Board of Directors may collect powers of attorney in accordance with the procedures described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The Board of Directors may decide, prior to a General Meeting, that the shareholders be permitted to exercise their voting rights by post prior to the General Meeting.
11 § Non-shareholders right to attend a General Meeting
The Board of Directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the Board of Directors, to attend or in any other manner follow the discussions at a General Meeting.
12 § Financial year
The company´s financial year shall be the calendar year.
13 § Record day provision
The company´s shares are to be registered in a share register in accordance with the Swedish Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479).