Articles of Associations

Translation of the articles of association of Byggmax Group AB (publ), registration number 556656-3531, adopted at the Annual General Meeting on 1 April 2011.

1§ Name
The company’s name is Byggmax Group AB. The company is a public company (publ).

2 § Registered office
The company’s registered office shall be situated in Stockholm, Sweden.

3 § Object of the company’s business
The object of the company’s business is, directly or indirectly, to conduct building material retailing, own and manage immovable and movable property and any other activities compatible therewith.

4 § Share capital and shares
The share capital shall be not less than SEK 18,000,000 and not more than SEK 72,000,000. The number of shares shall be not less than 54,000,000 and not more than 216,000,000.

5 § Euroclear company
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

6 § Financial year
The company’s financial year shall be the calendar year.

7 § Board of directors
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than eight (8) members without deputy members.

8 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

9 § Notice of shareholders’ meeting
Official notification of a General Meeting is to take the form of an announcement in Post- och Inrikes Tidningar and through publication on the Company’s website. At the time of the official notification, information that notification has been sent is to be provided in an advertisement in Dagens Industri. 

10 § Notice of participation in shareholders’ meetings
A shareholder, who wants to participate in a shareholders’ meeting must notify the company not later than 4.00 pm (CET) on the day specified in the notice of the meeting. The day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two counsels) at the shareholders’ meeting the number of counsels must be stated in the notice of participation.

11 § Business at annual shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
1. election of a chairman of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes of the meeting;
5. determination of whether the meeting was duly convened;
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 regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
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 fees for members of the board of directors and auditors;
12. election of the members of the board of directors and deputy directors and, where applicable, auditors and deputy auditors;
13. other matters, which are set out in the Swedish Companies Act or the company’s articles of association.