Articles of association
Articles of association for Embellence Group AB (publ), registration number 556006-0625, adopted by the extraordinary shareholders’ meeting on 29 January 2021.
1 § Name
The company’s name is Embellence Group AB (publ).
2 § Registered office
The board of directors’ registered office shall be situated in the municipality of Borås, Sweden.
3 § Object of the company’s business
The company shall direct or indirect through subsidiaries produce and sell wallpaper, textiles and other furnishing articles, own and manage shares in subsidiaries and provide administrative services for these companies and conduct compatible operations thereto.
4 § Share capital
The share capital shall be not less than SEK 50,000,000 and not more than SEK 200,000,000.
5 § Number of shares
The number of shares shall be not less than 10,000,000 and not more than 40,000,000.
6 § Board of directors
The board of directors, to the extent elected by the shareholders’ meeting, shall consist of not less than three (3) and not more than ten (10) with no deputy members.
7 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, an authorised public accountant or a registered public accounting firm shall be elected.
8 § Notice of shareholders’ meeting
Notice of shareholders’ meetings shall be published in 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 § Participation in shareholders’ meetings
A shareholder may participate in the shareholders’ meeting, only if the shareholder notifies the company no later than on the date stipulated in the notice convening the shareholders’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. A shareholder may only be joined by proxies at the shareholders’ meeting if the shareholder notifies the company of the number of proxies (not more than two) as set out in the previous paragraph.
10 § Place for general meetings
General meetings shall be held in Borås, Göteborg or Stockholm.
11 § Business at shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
- Election of a chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting was duly convened;
- Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- Resolutions regarding:
- adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
- allocation of the company’s profits or losses in accordance with the adopted balance sheet;
- discharge of the members of the board of directors and the managing director from liability;
- Determination of the number of members and deputy members of the board of directors to be elected by the shareholders’ meeting and, where applicable, the number of auditors and deputy auditors;
- Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors
- Election, where applicable, of auditors and deputy auditors;
- Other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies Act or the company’s articles of association.
12 § VPC Company
The company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
13 § Financial Year
The company’s financial year shall be 1 January – 31 December.