OEM International Aktiebolag
Articles of association
§ 1 Corporate name
The company's name is OEM International Aktiebolag (publ).
§ 2 Registered office
The Board of Directors' registered office is in the municipality of Tranås.
§ 3 Objects
The objects of the company are to engage in sales of automatic components and carry on any and all activities compatible therewith.
§ 4 Share capital
The share capital shall amount to no less than SEK 25,000,000 and no more than SEK 100,000,000.
§ 5 Number of shares
The number of shares shall be at least 60,000,000 and at most 240,000,000.
§ 6 Classes of shares
Shares may be issued in two classes, A shares and B shares. If shares of both classes have been issued, the total number of shares of each class may make up, at most, 99 hundred parts of the total number of the company's shares issued at any time.
At an annual general meeting or extraordinary general meeting, A shares carry ten (10) votes and B shares carry one (1) vote.
All shares shall carry the same entitlement to a share in the company's assets and profit.
If the company decides to issue new A shares and B shares through a cash issue or a set-off issue, the holders of A shares and B shares shall have preferential rights to subscribe for new shares of the same series pro rata to their existing shareholding (primary preferential right). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (secondary preferential right). If the number of shares offered in this manner are insufficient for subscription based on secondary preferential right, the shares shall be allocated among the subscribers pro rata to their existing shareholding. Should this not be possible, the shares will be allocated by drawing of lots. The same preferential right shall apply if the company issues warrants or convertibles.
If the company decides to issue only A shares or only B shares through a cash issue or a set-off issue, all shareholders shall have preferential rights, irrespective of whether they hold A shares or B shares, to subscribe for new shares pro rata to their existing shareholding. The same preferential right shall apply if the company issues warrants or convertibles.
Nothing in the above shall restrict the company's ability to decide on a cash issue or set-off issue without preferential right for the shareholders.
When increasing the share capital through a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class already existing. In such cases, existing shares of a specific class of share carry entitlement to new shares of the same class. Nothing in the above shall restrict the company's ability to issues shares of a new class through a bonus issue, after necessary amendments to the Articles of Association.
§ 7 Conversion of shares
At the request of a shareholder, it shall be possible for class A shares to be converted into class B shares. A holder of A shares has the right to demand that all or part of their A shares be converted into B shares. Such request shall be made in writing to the company's Board of Directors. The shareholder must state the number of A shares to be converted and, if the shareholder is requesting conversion of part of their holding of A shares, which of these A shares the shareholder wishes to convert. The Board of Directors must
immediately thereafter give notice of the conversion for registration with the Swedish Companies Registration Office (Bolagsverket). The conversion is completed when it has been registered and entered into the register of members.
§ 8 Board of Directors
The Board of Directors shall consist of 4 to 7 members with, at most, the same number of deputy members. It is elected annually at the Annual General Meeting for the period until the close of the next Annual General Meeting.
§ 9 Auditors
The company shall have at least one auditor appointed by the Annual General Meeting and a deputy auditor if the elected auditor is not an auditing firm.
§ 10 Notice of general meetings
Notice of annual general meetings and extraordinary general meetings convened for the purpose of amending Articles of Association must be issued between six and four weeks before the meeting. Notice of an extraordinary general meeting convened for other purposes shall be issued no later than three weeks prior to the meeting.
Notice of an annual general meeting shall be published in the "Post- och Inrikes Tidningar" newspaper and on the company's website. It must be announced in Svenska Dagbladet that notice has been issued.
§ 11 Right to participate in a general meeting of shareholders
As required by Chapter 7, Section 28, paragraph 3 of the Swedish Companies Act (2005:551), shareholders wishing to participate in a general meeting must be entered as a shareholder in a print-out or other representation of the entire share ledger pertaining to the circumstances, at least five business days before the meeting, and must notify the company of their intention to participate in the meeting by the deadline specified in the notice of the meeting. The meeting may not be held on a Sunday, any other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be earlier than the fifth
business day before the meeting. A shareholder may attend the general meeting together with one or two advisors, however only if the shareholder has notified the company of the number of advisors in accordance with the provisions of the previous paragraph.
§ 12 Collection of powers of attorney and postal voting
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7 Section 4 paragraph 2 of the Swedish Companies Act (2005:551).
Prior to a general meeting of shareholders, the Board of Directors may determine that the shareholders will be allowed to exercise their right to vote before the date of the meeting in accordance with the provisions of Chapter 7 Section 4 a of the Swedish Companies Act (2005:551).
§ 13 Annual General Meeting
The Annual General Meeting is held annually within six months after the end of the reporting period.
The business to be transacted at an Annual General Meeting shall include:
b. auditors, when election is due.
§ 14 Financial year
The financial year is the calendar year.
§ 15 Record date
Information about the company's shares shall be recorded in a register of members as required by the Swedish Financial Instruments Accounts Act (1998:1479).
§ 16 Pre-emption
If a class A share has been transferred from one shareholder to another shareholder in the company, or to someone not previously a shareholder in the company, the share shall immediately be offered to the other holders of class A shares for redemption through a written application to the company's Board of Directors. The acquisition of the shares must hereby be verified. The provision applies to all forms of acquisition. A pre-emptive offer may not be exercised for a smaller number of shares than the offer includes.
The Board of Directors must immediately notify everyone entitled to redemption, whose postal address is entered in the share register or is otherwise known to the company, of the application for transfer of the A shares, with the request that anyone wishing to exercise their redemption rights submit a written claim for redemption to the company within two months of the application to the Board regarding share transfer.
If several shareholders wish to exercise their rights, the order of priority shall be decided by drawing lots, carried out by a notary public. However, if at the same time several shares have been offered for redemption, the shares shall first be allocated, as far as possible, pro rata to the shareholders' existing holding of A shares.
The redemption price shall be determined as follows:
a) if the ownership has been transferred through purchase, the redemption price shall correspond to the consideration; and
b) if the ownership has been transferred other than through purchase and an agreement on the redemption price has not been reached, the redemption price shall be the amount that the share is valued at by an arbitrator appointed in accordance with the provisions of the Swedish Arbitration Act.
If the acquirer and the person who has requested redemption do not reach an agreement on the redemption price, the person who has requested redemption may, within two months of the date when the claim for redemption was submitted, refer the dispute for settlement by arbitration in accordance with the Swedish Arbitration Act.
The consideration for the shares shall be paid within one month of the date on which the redemption amount was determined.
If, within the stipulated period of time, no redemption claim is submitted or the redemption price is not paid, the person who offered the share for redemption shall be entitled to be registered as the holder of the share.
These Articles of Association were adopted at the Annual General Meeting on 22 April 2021.