Articles of association

  • Article 1

The business name of the company is Rottneros AB (publ). The company is public.

 

  • Article 2

The board shall be based in Sunne.

General meetings shall be held in Sunne, Karlstad, Stockholm or Söderhamn as determined by the board.

 

  • Article 3

The company shall directly and indirectly conduct timber industry operations, especially comprising paper pulp and similar products, and refinement of forest raw materials together with other operations compatible therewith and also to own and manage real and personal property.

 

  • Article 4

The share capital shall comprise at least SEK 100,000,000 and at most SEK 400,000,000.

 

  • Article 5

The number of shares shall be at least 100,000,000 and at most 400,000,000.

 

  • Article 6

The board shall comprise at least three and at most ten members in addition to those members who according to law are appointed by someone other than the AGM.

 

  • Article 7

The company shall have one to two auditors with or without deputy auditors. A registered public accounting firm may also be appointed.

 

  • Article 8

Notice of general meetings shall be given by announcement in Post- och Inrikes Tidningar [Swedish Official Gazette] and on the company's website. At the time of such notice, information about notice having been given shall be published in Dagens Nyheter [a national daily newspaper] and in a daily newspaper distributed in Sunne.

 

  • Article 9

All persons listed in a transcript or other production of the share record relating to the position five working days prior to the meeting, are entitled to attend the general meeting, though only if they notify their attendance to the company no later than on the day stated in the notice of the meeting. Such day may not be a public holiday or a day before a public holiday and may not fall earlier than the fifth ordinary working day preceding the meeting.

A shareholder attending a general meeting may be accompanied by one or two assistants, though only if the shareholder has given notice of the number of assistants in accordance with the previous paragraph.

 

  • Article 10

The following matters shall be dealt with at the annual general meeting:

  • 1. Election of Chair for the meeting.
  • 2. Approval of voting list.
  • 3. Approval of agenda.
  • 4. Election of one or two officers to check the minutes.
  • 5. Consideration of whether the meeting has been duly convened.
  • 6. Presentation of the annual report and audit report and consolidated accounts and Group audit report.
  • 7. Decision on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
  • 8. Decision on appropriations concerning the profits or losses of the company in accordance with the adopted balance sheet,
  • 9. Decision on discharge from liability for the board members and the managing director,
  • 10. Determination of fees for the board and the auditors.
  • 11. Determination of the number of board members.
  • 12. Election of board members.
  • 13. When appropriate, election of auditors and deputy auditors.
  • 14. Other matters that have been duly referred for consideration by the meeting.

 

  • Article 11

The calendar year shall be the company's financial year.

 

  • Article 12

The shares of the company shall be registered in a closing date register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).