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Articles of association

Articles of association

NB. The English text is an unofficial translation. In the event that the contents of the Swedish and English version of these articles of association should be found to diverge, the Swedish version shall prevail.

Organisationsnr: 556708-0303

Articles of association

§ 1 Company name
The company’s name is Hövding Sverige AB. The company is a public company (publ).

§ 2 Segistered office
The company’s registered office shall be situated in the municipality of Malmö.

§ 3 Business purpose
The business of the company is to, develop, sell and market head protection and to conduct business compatible therewith.

§ 4 Share capital
The company’s share capital shall not be less than SEK 11,000,000 and not more than SEK 44,000,000.

§ 5 Number of shares
The number of shares shall not be less than 14,000,000 and not more than 56,000,000.

§ 6 Board of directors
The board of directors shall consist of not less than three directors and not more than eight directors, with not more than eight deputy directors.

§ 7 Auditor
Not less than one auditor and not more than two auditors (or registered accounting firms), with or without deputy auditors, shall be appointed to examine the company’s annual report as well as the management of the company by the board of directors and the managing director.

§ 8 Notice
Notice of general meetings shall always be made by advertising in Post och Inrikes Tidningar and on the company’s website. When required pursuant to chapter 7 § 23 of the Swedish Companies Act the notice shall also be sent by post to each shareholder who’s postal address is known. It shall be advertised in Dagens Industri that notice has been made.

Notice of annual general meetings and extra general meetings at which the issue of amendment of the articles of association shall be made, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend other extra general meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.

§ 9 Application in advance
A shareholder that wishes to participate in a general meeting must be recorded in the share register on the date of the general meeting, and notify the company of his/her intention to attend the meeting no later than 12.00 a.m. on the date specified in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

A shareholder may be accompanied by not more than two advisors at a general meeting, provided that the shareholder has given the company notice of the number of advisors in the manner stated in the preceding paragraph.

§ Annual general meeting
The annual general meeting is held on an annual basis within 6 months after the end of the financial year. The following matters shall be addressed at the annual shareholders’ meeting:

  1. election of a chairman of the meeting
  2. preparation and approval of the voting list
  3. election of one or several persons who shall approve the minutes of the meeting
  4. determination of whether the meeting was duly convened
  5. approval of the agenda
  6. submission of the annual report and the auditor’s report and, where applicable, consolidated financial statements and the auditor’s report for the group
  7. resolutions regarding
    a) the adoption of the income statement and the balance sheet ad, when applicable, the consolidated income statement and the consolidated balance sheet
    b) allocation of the company’s profits or losses in accordance with the adopted balance sheet and, when applicable, the adopted consolidated balance sheet
    c) discharge from liability of the directors of the board and the managing director
  8.  determination of fees for the board of directors and the auditors
  9. determination of the number of directors of the board and deputy directors of the board as well as the numbers of auditors and deputy auditors (alternatively registered accounting firms)
  10. election of
    a) the directors of the board and, if applicable, deputy directors of the board
    b) auditors and, if applicable, deputy auditors (alternatively registered accounting firms) when relevant
  11. other matters to be addressed according to the Swedish Companies Act (2005:551) or the company’s articles of association.

§ 11 Financial year
The company’s financial year shall cover the period 1/1 – 31/12.

§ 12  Central securities depository clause
The company’s shares shall be registered in a Central Securities Depository Register in accordance with the Swedish Act (1998:1479) on Central Securities Depository and Accounting of Financial Instruments.

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The above articles of association have been adopted at an annual general meeting in the company on 7 May 2020.

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