Adopted at the Extraordinary General Meeting on 11 February 2021. The resolution by the General Meeting to adopt the Articles of Association is conditional upon the completion of the Offering, and the Articles of Association is expected to be registered with the Swedish Companies Registration Office on 17 March 2021.
RugVista Group’s Articles of Association
§ 1 Company name
The company name is RugVista Group AB (publ).
§ 2 Registered office
The registered head office of the company is in the municipality of Malmö.
§ 3 Objects of the company
The objects of the company shall be to, directly or indirectly, own and administer shares in subsidiaries and sell rugs and associated products and services and conduct thereto related business.
§ 4 Share capital
The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.
§ 5 Amount of shares
The number of shares shall be not less than 20,000,000 and not more than 80,000,000.
§ 6 Board of directors and company auditors
The board of directors elected by the General Meeting shall consist of not less than three (3) and not more than ten (10) directors.
The company shall have one (1) or two (2) auditors with no more than two (2) deputy auditors. As auditor shall be elected an authorized public accountant or a registered public accounting firm.
§ 7 Convening of shareholders’ meeting
Notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette as well as at the company’s website. Announcement to the effect that notice convening a General Meeting has been issued shall be made in Dagens Industri.
A shareholder who wishes to participate at a General Meeting shall notify the company of his or her intention to attend the shareholders’ meeting not later than on the day stated in the notice of the shareholders’ meeting. Such day shall not be a Sunday, or other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than on the fifth weekday before the shareholders’ meeting.
At a General Meeting, shareholders may be accompanied by one or two assistants, however only if the shareholder has given notification of the number of assistants no later than the day stated in the notice of the shareholders’ meeting.
§ 8 Location of shareholders’ meeting
The shareholders’ meeting may be held, besides where the company has its registered head office, in Stockholm.
§ 9 Annual General Meeting
The following business shall be considered at the Annual General Meeting:
- Election of chairman of the meeting;
- Drawing up and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to certify the minutes;
- Determination of whether the meeting was duly convened;
- Presentation of the annual report and the auditor report and, where applicable, the consolidated accounts and the group audit report;
a) regarding the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet,
b) regarding allocation of profit or loss in accordance with the adopted balance sheet,
c) regarding the discharge from liability of the Board members and of the managing director;
8. Resolution on the number of directors and auditors and, where applicable, deputy auditors;
9. Resolution on the fees for the Board of directors and the auditors and, where applicable, deputy auditors;
10. Election of the Board of directors and auditors and, if applicable, deputy auditors;
11. Other matter which rests upon the meeting according to the Swedish Companies Act or the company’s Articles of Association.10 Collection of powers of attorney and voting by post
§ 10 The Board of directors may collect power of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).
The Board of directors has the right before a General Meeting to decide that shareholders shall be able to exercise their right to vote by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).
§ 11 Financial year
The calendar year shall be the company’s financial year.
§ 12 CSD company
The Company’s shares shall be registered in a Central Securities Depositary Register in accordance with the Swedish Central Securities Depositories and Financial Instruments Account Act (SFS 1998:1479) (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).