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Articles of Association

Idun Industrier AB (publ)
(Reg. No. 556924-7009)

§ 1 Name of Company
The Company’s name is Idun Industrier AB (publ).

§ 2 Registered office
The Company’s registered office shall be situated in Stockholm.

§ 3 Object of the Company’s business
The object of the Company’s business is to, directly or indirectly, own and manage real and movable properties, primarily shares, and any other activities compatible therewith. The Company shall also provide advisory services in relation to financing, accounting, business and related areas, as well as let office space.

§ 4 Share capital
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Number of shares
The number of shares shall be not less than 7,000,000 not more than 28,000,000.

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

§ 7 Board of Directors
The Board of Directors shall consist of not less than three and not more than seven members, with not less than zero and not more than seven deputy board members.

§ 8 Auditor
The Company shall have one or two auditors. A registered accounting firm may be appointed as Auditor.

§ 9 Notice of general meeting
Notice of general meetings shall be made by an announcement in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. The Company shall advertise in Dagens Industri that notice have been made.

§ 10 Right to participate at general meetings
Those who wish to attend a general meeting must give notice of attendance to the Company no later than the day set out in the notice to attend the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting. A shareholder may bring along one or two assistants at general meeting of shareholders, however, only if the shareholder has reported this in accordance with the preceding paragraph.

§ 11 Matters at annual general meeting
The following matters shall be addressed at annual general meeting:

  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: a) the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet; b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet; c) discharge of the Members of the Board of Directors and Managing Director from liability.
  8. determination of the number of members of the Board of Directors and auditors;
  9. determination of fees for members of the Board of Directors and the Auditors;
  10. election of the Members of the Board of Directors and the Auditors; and
  11. other matters which are set out in the Swedish Companies Act or the company’s articles of association.

§ 12 Different classes of shares
The Company may issue shares of two classes, class A and class B. Each share of class A shall carry ten votes, and each share of class B shall carry one vote. Shares of either class may be issued up to an amount corresponding to the entire share capital.

In the event of new issues of shares, warrants and convertibles where payment is not to be made by contribution in kind, holders of shares of class A and class B shall enjoy pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders (secondary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption rights, the shares shall be allocated between the subscriber’s pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

The above shall not limit the right to resolve upon an issue with a deviation from the shareholders’ pre-emption rights.

§ 13 Conversion clause

It shall be possible to reclassify Class A shares to Class B shares. Holders of Class A shares shall be entitled to request that all or part of the shareholder's Class A shares shall be reclassified to Class B shares. A majority representing more than half of all issued Class A shares shall also be entitled to request that all Class A shares be reclassified to Class B shares, or that part of all Class A shares be reclassified to Class B shares. When reclassifying a part of all Class A shares, reclassification shall be made pro rata in relation the shareholders’ holdings of Class A shares. The request shall be made in writing to the Board of Directors. The request shall state the number of Class A shares that the majority wants to reclassify. The Board of Directors shall, within three months of the request for reclassification, consider the question of reclassification. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Register (Sw. Bolagsverket) for registration. The reclassification is effected when it has been registered and the reclassification been noted in the CSD Register.

§ 14 Central securities depository
The Company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositaries and Financial Instruments Accounts Act.

§ 15 Proxy collection, postal voting and the presence of visitors at the General Meeting

Persons not being shareholders of the Company shall be entitled, on the conditions stipulated by the Board of Directors, to attend or in any other manner follow the proceedings at a General Meeting.

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may decide before a General Meeting that the shareholders shall be entitled to exercise their voting rights before the General Meeting by post pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).