§1
The business name of the company is SKF Vertevo AB. The company is a public company (publ).
§2
The company shall - directly or through subsidiaries - carry on business operations, principally with roller bearings and seals, components and component systems with a focus on the automotive industry, manage real and movable property and conduct other business compatible therewith.
§3
The registered office of the board shall be in the municipal area of Gothenburg.
§4
The share capital shall comprise a minimum of SEK 75,000,000 and a maximum of SEK 300,000,000.
§5
The number of shares shall amount to a minimum of 75,000,000 and a maximum of 300,000,000.
§6
Of the company's shares, a maximum of 300,000,000 shares may be series A shares and a maximum of 300,000,000 shares may be series B shares.
Series A and series B shares carry equal right to participate in the company's assets and profit.
In a vote at a general meeting, each series A share shall carry one vote and each series B share shall carry one tenth of a vote.
Shares of series A shall on request by their owners be converted to shares of series B. A conversion request, which shall be done in writing and state the number of shares to be converted, shall be made to the company. The company shall without delay notify the conversion to the Swedish Companies Registration Office for registration. The conversion is effected when it has been registered in the companies register and entered in the CSD register.
If the company resolves to issue new series A and series B shares by means of a cash issue or an issue against payment through set-off, the holders of series A and series B shares shall have a preferential right to subscribe for new shares of the same series of shares in relation to the number of shares previously held by the shareholder (primary preferential right). Shares not subscribed for through a preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If shares thus offered for subscription are insufficient for subscription through subsidiary preferential right, the shares shall be divided among the subscribing parties in relation to the previous shareholding or, to the extent that this cannot be done, by the drawing of lots.
If the company resolves to issue shares of only series A or series B by way of a cash issue or an issue against payment through set-off, all shareholders, regardless of whether their shares are series A or series B, shall be entitled to subscribe for new shares in relation to the number of shares they previously held.
If the company resolves to issue warrants or convertibles by means of a cash issue or an issue against payment through set-off, the shareholders shall have a preferential right to subscribe for warrants as if the issue were of the shares that may be subscribed for pursuant to the warrant and, respectively, a preferential right to subscribe for convertibles as if the issue were of the shares that the convertibles may be converted to.
The aforementioned does not entail any limitation on the possibility of adopting a resolution regarding a cash issue or an issue against payment through set-off that deviates from the shareholders’ preferential right.
In the event of an increase of the share capital through a bonus issue, any new shares of each series shall be issued in relation to the number of shares of the same series already in existence. Consequently, old shares of a certain series shall carry the right to new shares of the same series. The aforementioned shall not entail any limitation on the possibility of issuing a new series of shares by means of a bonus issue, following the requisite amendment of the articles of association.
§7
The company’s shares shall be registered in a CSD register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
§8
The board of directors shall, in so far as it is appointed by the general meeting, consist of no fewer than five and no more than twelve directors without deputies.
§9
The company shall have no fewer than one auditor and no more than two auditors with no more than two deputy auditors. A registered public accounting firm may be appointed auditor. The appointment as auditor shall apply until the close of the second Annual General Meeting that is held after the election of the auditor.
§10
The company’s financial year shall be the calendar year.
§11
Notice of a general meeting shall be issued by announcement in Post- och Inrikes Tidningar and on the company’s website. The fact that notice has been issued shall be announced in Dagens Nyheter.
§12
The following matters shall be dealt with at the Annual General Meeting:
- Election of a chair of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Presentation of the annual report, auditor’s report, the consolidated accounts and auditor’s report for the group and auditor’s report on the sustainability report for the group;
- Resolution in respect of the adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
- Resolution in respect of the allocation of the company’s profit or loss in accordance with the adopted balance sheets;
- Resolution in respect of discharge from liability of the board of directors and the Chief Executive Officer, for the period to which the accounts relate;
- Determination of the number of board members and auditors;
- Determination of fees for the board of directors and auditors;
- Election of board members and auditor;
- Other matters that have been duly referred to the general meeting.
§13
In order to participate in a general meeting, a shareholder must give notice to the company no later than the date stated in the notice of the meeting. This date may not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.
A shareholder may be accompanied by assistants at the general meeting only if the shareholder notifies the company of the number of assistants (no more than two) in the manner stated in the preceding paragraph.
§14
The board of directors may collect proxies for a general meeting in accordance with the provisions of the Swedish Companies Act (2005:551) and may, prior to a general meeting, resolve that shareholders shall be able to cast their votes by post before the general meeting.