Name

The Company’s name is Beijer Alma AB. 
The Company is public (publ).

Registered office

The Board of Directors shall have its registered office in the Municipality of Uppsala, C.

Business

The objective of the Company is to contribute to the development of businesses, primarily with an industrial orientation, but also in the field of commerce, by:

• acquiring and developing companies, which can be wholly or part-owned
• making own and external competence available to these companies
• participating in the financing of these companies, without, however, conducting banking and financing operations requiring a permit pursuant to the law (2004:297) on banking and financing operations; and by
• owning and managing other personal and fixed property.

The Company shall also be able to pursue other operations consistent with the above mentioned objectives.

Share capital and shares outstanding

The share capital shall be not less than SEK 60,000,000 and not more than SEK 240,000,000.

The number of shares outstanding shall be not less than 14,400,000 and not more than 57,600,000.

Two classes of shares may be issued: Class A and Class B. Class A shares may be issued in a number corresponding to a maximum of 50 percent of the number of shares outstanding at any time and class B shares may be issued in a number corresponding to a maximum of 100 percent of the total number of shares outstanding at any time.

Class A shares entitle their holder to 10 votes and class B shares entitle their holder to one vote.

Shareholder’s rights upon increase in share capital

Where the Company decides to issue shares of class A and class B only, holders of class A and class B shares shall have preferential right to subscribe for shares of the same class in relation to the number of shares previously owned (primary preferential right). Shares not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If shares thus offered are not sufficient for subscription with subsidiary preferential right, the shares shall be distributed among the subscribers in proportion to the number of shares previously owned and, to the extent that is not possible, by drawing lots.

Where the Company decides to issue shares of a single class only through a cash issue or set-off issue, all shareholders, regardless of class of share, shall have preferential rights to subscribe for new shares in proportion to the number of shares previously owned.

Where the Company decides to issue warrants or convertibles through a cash issue or set-off issue, shareholders shall have preferential rights to subscribe for warrants as if the issue related to shares that may be subscribed for due to the warrant and preferential right, respectively, to subscribe for convertibles as if the issue related to shares that the convertibles may be exchanged for.

What has been stated above shall not imply any limitation in the ability to decide on a cash issue or set-off issue with departure from the preferential rights of shareholders.

Where the share capital is increased through a stock dividend, new shares shall be issued of each class in proportion to the number of shares of the same class already issued and outstanding. When that happens, shares of a certain class shall give their holder the right to receive shares of the same class. What has been stated above shall not imply any limitation in the ability to issue shares of a new class through a stock dividend, following requisite amendment of the Articles of Association.

Board of Directors

The Board of Directors shall consist of not less than seven and not more than ten members, whit not more than two alternates.

Signatories

The Board of Directors, or two directors jointly, may sign for the Company with legally binding effect.

The Board of Directors may also authorize person other than a Director, or the President, to sign for the Company with legally binding effect.

Auditors

 The Company shall have one or two auditors without deputies. An Authorized Public Accountant or a registered auditing company shall be appointed as auditor. The Board of Directors may appoint one or several special auditors for examination in accordance with Chapter 13, § 8, Chapter 14, § 10, Chapter 15, § 10, Chapter 20, § 14, Chapter 23, § 11 and 29, and Chapter 24, § 13 of the Swedish Companies Act (2005:551). In such a case Authorised Public Accountant or a registered auditing company shall be appointed as special auditor.

Notice

Notice convening the General Meeting of shareholders must be announced in Post- och Inrikes Tidningar (The Swedish Cazette) and on the company's website. Confirmation of the notice shall be announced in Dagens Industri.
In order to participate the general meetings, shareholders must notify the Company of their desire to attend the general meeting not later than by 4:00 p.m. on the date given in such notice. Such date must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve, and must not fall on a day earlier than on the fifth weekday before the general meeting of shareholders. 
Shareholders are entitled to be accompanied by one or two assistants, but only if the shareholder has filed notice of the intention to be so assisted in accordance with the provisions of the preceding paragraph.

General Meeting

The agenda for general meetings of shareholders shall include the following:

1. Election of Chairman for the general meeting of shareholders;
2. Compilation and approval of electoral register;
3. Approval of agenda;
4. Election of one or two persons to approve the minutes of the meeting;
5. Matter of determining whether or not the general meeting of shareholders has been duly convened;
6. Presentation of annual accounts and audit report, and as the case may be, consolidated financial statements and consolidated audit report;
7. Resolutions regarding
   1. adoption of the statement of income and the balance sheet, and as the case may be, consolidated financial statements and consolidated audit report;
   2. disposition with respect to the Company’s profit or loss according to the adopted balance sheet;
   3. discharge from liability for  the members of the Board of Directors and the President;
8. Determination of fees for the Board of Directors and Auditors;
9. Election of Board of Directors and any alternates, and as the case may be, auditing companys or auditors;
10. Other matters to be dealt with by the general general meeting of shareholders according to the Swedish Companies Act (2005:551) or the Articles of Association.

Financial year

The Company’s financial year shall be the calendar year.

Obligation to offer shares to existing shareholders

Where class A shares have been transferred to a person who previously is not a holder of class A shares in the Company, such shares shall be offered immediately to all other owners of class A shares for redemption through notice to the Company's Board of Directors in writing. In connection therewith, legal possession must be confirmed and, where the share has been conveyed by purchase, the price paid must be disclosed.

When notice has been filed about transfer of shares, it is incumbent upon the Board of Directors to notify in writing each party obligated to offer shares for redemption, whose address is entered in the share register, or is otherwise known to the Company, with a request to those who wish to exercise the right to redeem to submit a claim to the Company for redemption within two months from the date of the notice to the Board of Directors of a transfer of shares.

If several parties entitled to redeem file notice to redeem, the preferential right among them shall be determined by drawing lots by a notary public. If several shares are offered for redemption at the same time, however, shares shall be distributed evenly as far as possible among those who wish to exercise the right to redeem.

When shares have been acquired through purchase, the redemption amount shall be equal to the purchase price, but otherwise an amount which in the case of disagreement is determined by one or more arbitrators. The redemption amount shall be paid within one month from the time when the redemption amount was determined.

Where no party entitled to redeem makes claim for redemption, or if redemption is not paid for within the prescribed period of time, the party who has made the offer for redemption shall be entitled to be registered for the shares.

Record day provision

The Company’s shares shall be registered in a record day register in accordance with the law (1998:1479) on accounting for financial instruments.