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Articles of association

Adopted at the Extraordinary General Meeting of April 9, 2021.

1 § Name

The name of the company is Arla Plast AB. The company is a public company (publ).

2§ Registered office

The Board of Dircetors shall have its registered office in Motala Municipality, Östergötland County. 

3§ Object of the company´s business

The company shall, directly or through wholly or partly owned subsidiaries, engage in the production and sale of plastic products, own and manage real estate and engage in other related activities. 

4§ Share capital

The share capital shall be not less than SEK 1,200,000 and not more than SEK 4,800,000.

5§ Number of shares

The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

6§ Board of Directors

The Board of Directors shall consist of a minimum of three (3) and a maximum of ten (10) members, and without deputies. 

7§ Auditors

The company shall have one (1) or two (2) auditors, with a maximum of (2) deputy auditors. An authorized public accountant or a registered public accounting firm shall be appointed to sesrve as auditor. 

8§ General Meeting

General Meetings can be held in Motala Municipalilty or in Stockholm Municipality. 

The Annual General Meeting shall be held annually within six (6) months of the end of the financial year. 

The following matters shall be addressed at the Annual General Meeting: 

  1. Election of Chairman of the General Meeting.
  2. Preparation and approval of voting list. 
  3. Election of one or two persons to approve the minutes. 
  4. Determination of whether or not the General Meeting has been duly convened. 
  5. Approval of the agenda.
  6. Submission of the annual report and the auditors´report and, where applicable, the consolidated financial statements and the auditors´report for the Group.
  7. Resolutions on:
    1. adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
    2. appropriation of the company´s profit or loss as shown in the balance sheet adopted by the Meeting;
    3. discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
  8. Determination of fees for members of the Board of Directors and the Chief Executive Officer.
  9. Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors. 
  10. Election of the Board of Directors, as well as audtiors and deputy auditors.
  11. Other business to be addressed by the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.

9§ Notice

Notice of the General Meeting shall be published in Post- och Inrikes Tidningar (Official Swedish Gazette) and by keeping the notice available on the company´s website. Information that notice has been given shall be announced in Dagens Industri. 

Shareholders wishing to participate in the General Meeting must be registered in the transcript or other presentation of the entire shareholders´ register on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, and also notify the company of their intention to attend the Meeting not later than the day stipulated in the notice convening the General Meeting. The deadline must not be a Sunday, another public holiday, Saturday, Midsummer´s Eve, Christmas Eve or New Years´s Eve and must not fall earlier than five working days before the meeting.

Shareholders may bring one or two assistants to the General Meeting, but only provided that the shareholder notifies the company hereof as described above.

10§ Financial year

The company´s financial year shall be January 1 - December 31. 

11§ Collection of proxy forms, voting by post and presence of third parties at General Meetings

The Board of Directors may collect proxies in accordance with the procedure stated in Chapter 7 Section 4 second paragraph of the Swedish Companies Act. 

The Board of Directors may resolve, prior to a General Meeting, that shareholders shall be entitled to exercise their voting rights by post before the General Meeting. 

Anyone who is not a shareholder shall be entitled, on terms determined by the Board of Directors, to be present or otherwise follow the proceedings at the General Meeting. 

12§ Record day provision

The company´s shares shall be registered in a central securities depositary register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).