Articles of association
ARTICLES OF ASSOCIATION
Hemtex AB
Corp. Reg. No. 556132-7056
Article 1 Name of the company
The name of the company is Hemtex AB. The company is a public company (publ).
Article 2 Registered office
The registered office of the Board of Directors of the company shall be in Borås.
Article 3 The company’s operations
Within a franchise system, the company shall directly and indirectly trade in home decor products for private homes and public environments in Sweden and in selected export markets, and own and manage its subsidiaries.
Article 4 Share capital
The company’s share capital shall amount to not less than SEK 100 M and not more than SEK 400 M.
Article 5 Shares
The number of shares shall be at least 40,000,000 and not more than 160,000,000.
Article 6 Board
The Board of Directors shall, with respect to directors appointed by the general shareholders’ meeting, consist of not fewer than three (3) and not more than nine (9) members, with not more than five (5) deputy directors.
Article 7 Auditors
At least one and not more than two auditors with, where applicable, not more than two deputy auditors are to be elected at the Annual General Meeting. Authorized Public Accountants or a registered accounting firm and, where applicable, deputy auditors, are to be elected the company’s auditors.
Article 8 Notice convening general shareholders’ meetings
Notices convening the Annual General Meeting or Extraordinary General Meetings held to address amendments of the company’s Articles of Association shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of any other Extraordinary General Meeting shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.
Notice of shareholders’ meetings shall be issued through an announcement in Post- och Inrikes Tidningar and in Dagens Nyheter.
Article 9 Annual General Meeting
Since the company is a CSD company, the right to participate in General Meetings accrues to anyone who is entered as a shareholder in the transcript or other statement of the share register referred to in Chapter 7, Section 28, third paragraph of the Swedish Companies Act that pertains to conditions pertaining five weekdays prior to the Meeting.
Shareholders wishing to participate in General Meetings shall report their intention to participate at the meeting to the company not later than at 4:00 pm on the date specified in the notice convening the meeting. This day may not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than five weekdays prior to the meeting.
General Meetings shall be held in Borås, Gothenburg or Stockholm. Shareholders may be accompanied by one or two advisors at General Meetings, provided that they have informed the company of the number of assistants in the manner stipulated in the foregoing paragraph.
The following items of business shall be addressed 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 of the Meeting.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report on the consolidated financial statements.
7. Adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet.
8. Appropriations to be made of the company’s earnings as shown in the adopted balance sheet.
9. Resolution to discharge the members of the Board and the President from personal liability for the period covered by the financial statements.
10. Determination of the number of Members and Deputy Members of the Board of Directors and, where applicable the number of Auditors and Deputy Auditors.
11. Determination of the fees to be paid to the Board of Directors and to the auditors.
12. Election of Members and Deputy Members of the Board and, where applicable, of Auditors and Deputy Auditors.
13. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act or the Articles of Association.
Article 10 Fiscal year
The company’s fiscal year shall extend from 1 January to 31 December.
Article 11 CSD clause
The company’s shares must be registered in a central securities register pursuant to the Financial Instruments (Accounts) Act (1998:1479).
The Articles of Association were assigned the above wording following a resolution made by an Extraordinary General Meeting held on December 2, 2009.
