Articles of Association

Articles of association of Ahlsell AB (publ), reg. no. 556882-8916.

§ 1 The name of the company is Ahlsell AB (publ).

§ 2 The registered office of the board of directors shall be in the municipality of Stockholm.

§ 3 The objects of the company shall be to engage, either directly or indirectly, in production and sales (including at the wholesale level) and in service and contracting business in, primarily, the building, installation, construction and engineering industries, as well as any other business related or complementary to such business, including (but not limited to) directly and indirectly own and manage real property and chattel or other assets.

§ 4 The share capital shall be not less than SEK 50,000,000 and not more than 200,000,000. The number of shares shall be not less than 200,000,000 and not more than 800,000,000.

§ 5 The company’s financial year shall be the calendar year.

§ 6 The board of directors shall consist of not less than three (3) and not more than ten (10) members without deputy directors.

§ 7 The company shall have not less than one and not more than two auditors with not more than two deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

§ 8 Notice of general meetings shall be published in Postoch Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

§ 9 Shareholders who wish to participate in a general meeting must be recorded in a transcription or other presentation of the register of shareholders in effect five weekdays prior to the meeting and must notify the Company of their intention to attend no later than the day stipulated in the notice of the meeting. The latter-mentioned day may not fall on a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it fall earlier than the fifth weekday prior to the meeting. At a General Meeting shareholders may be accompanied by one or two assistants, although only if the shareholder has given notification of this as specified in the previous paragraph.

§ 10 The following matters shall be addressed at annual general meetings:
1)  Election of a chairman of the meeting;
2)  Preparation and approval of the voting register;
3)  Approval of the agenda;
4)  Election of one or two persons to attest the minutes;
5)  Determination of whether the meeting was duly convened;
6)  Submission of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group;
7)  Resolutions regarding
     (a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
     (b) allocation of the company’s profit and loss according to the adopted balance sheet;
     (c) discharge from liability for board members and the CEO;
8)  Resolution regarding remuneration to the members of the board of directors and, where applicable, to the auditors;
9)  Election of members of the board of directors and, where applicable, auditors and potential deputy auditors.
10)  Any other matter on which the annual general meeting is required to resolve pursuant to the Swedish Companies Act (2005:551) or the articles of association.

§ 11 The company’s shares shall be registered with a central Security depository register, pursuant to the Swedish financial instruments accounts act (SFS 1998:1479)