Articles of Association

Adopted at the Extraordinary General Meeting on November 12, 2014, conditional upon the completion of the listing on NASDAQ Stockholm.

 

  1. REGISTERED NAME
    The registered name of the company is Thule Group AB. The company is a public limited liability company.
      
  2. OPERATIONS
    The objective of the company’s operations is to be able to, directly or indirectly, hold or exploit brands and conduct plant and trade operations, primarily within the manufacturing industry and to own and manage real property and chattels, and to also trade in shares and other securities.
      
  3. REGISTERED OFFICE
    The company’s Board of Directors is located in Malmö.
      
  4. SHARE CAPITAL
    The company’s share capital is to be not less than SEK 500,000 and not more than SEK 2,000,000.
      
  5. NUMBER OF SHARES
    The number of shares is to be not less than 44,737,320 and not more than 178,949,280.
      
  6. BOARD OF DIRECTORS
    The Board of Directors is to comprise not fewer than three (3) and not more than ten (10) members.
      
  7. AUDITORS
    The company is to have one (1) or two (2) auditors with not more than two (2) deputy auditors. An authorized auditor or a registered auditing company will be elected as auditor.
      
  8. ANNUAL GENERAL MEETING
    The following matters will be addressed at the Annual General Meeting:
     
    1. Election of Chairman of the Meeting.
        
    2. Preparation and approval of the voting list. 
        
    3. Approval of the agenda. 
        
    4. Election of one or two officers to verify the minutes. 
        
    5. Determination of whether the Meeting has been duly convened.
        
    6. Presentation of the Annual Report and the Auditors’ Report, and the Consolidated Financial Statement and the Consolidated Auditors’ Report. 
        
    7. Motions concerning:
      (a) adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet;
      (b) appropriation of the company’s profit or loss in accordance with the adopted balance sheet;
      (c) discharge from liability of the Board members and the President.
        
    8. Adoption of fees for members of the Board and the auditors. 
        
    9. Adoption of the number of Board members, as well as auditors and deputy auditors. 
        
    10. Election of Board members, as well as auditors and deputy auditors. 
        
    11. Other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
       
  9. NOTIFICATION OF ANNUAL GENERAL MEETING
    9.1 Official notification of the general meeting of shareholders is to take the form of an announcement in "Post and Inrikes Tidningar" and on the company’s website. The announcement of the Notification of the AGM is to be advertised in "Dagens Industri".
     
    9.2 Shareholders wishing to participate in the General Meeting of Shareholders must, firstly, be registered in the transcript of the entire shareholders’ register prevailing five weekdays prior to the Meeting and, secondly, notify the company of their intention to attend the Meeting not later than the day stipulated in the notice convening the General Meeting. The latter day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the five weekdays before the Meeting.
     
    9.3 At the General Meeting, shareholders may be accompanied by one or two advisors, however, only if the shareholder notifies the company of the number of advisors in the manner stated above.
      
  10. FISCAL YEAR
    The company’s fiscal year comprises the period January 1 to December 31.
      
  11. RECORD DAY PROVISION
    The company’s shares are to be registered in a share register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

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