Articles of association

Company name

The company’s company name is Nordisk Bergteknik AB (publ).

Registered office

The Board is based in the municipality of Gothenburg.

The company’s business activities

The company’s activities in accordance with its articles of association are to conduct directly or indirectly through subsidiaries operations in construction, land, foundation solutions and rock handling as well as compatible activities.

Share capital

The share capital amounts to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.

In the company, shares of two types can be issued; class A shares and class B shares. The class A shares entitle to one vote each and the class B shares entitle to one vote each. Class A shares do not have the right to profit, other value transfer and distribution in the event of liquidation, such right only applies to class B shares.

Both class A shares and class B shares must be able to be issued in a number corresponding to between 0-100% of the share capital.

If the company decides to issue new class A shares and class B shares through a cash issue or set-off issue, owners of class A shares and class B shares shall have a preferential right to subscribe for new shares of the same share class in relation to the number of shares previously held by the holder (primary preferential right). Shares that have not been subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). Unless the shares thus offered are insufficient for subscription based on subsidiary preferential rights, the shares must be distributed in proportion to the number of shares already held and, to the extent this is not possible, by the drawing of lots.

If the company decides to issue only class A shares or class B shares through a cash issue or set-off issue, all shareholders, regardless of whether their shares are class A shares or class B shares, shall have a preferential right to subscribe for new shares in proportion to the number of shares they previously own.

What is stated above shall not imply any restriction on the possibility to resolve a decision regarding a cash issue or an offset issue with a deviation from the shareholders’ preferential rights.

What is prescribed above regarding shareholders’ preferential rights shall have a corresponding application in the issue of warrants and convertibles.

When increasing the share capital through a bonus issue, new shares of each class shall be distributed in proportion to the number of shares of the same class previously issued. In this case, old shares of a certain class of shares – in relation to their share within the class of shares – shall entail a right to new shares of the same class of shares. The aforementioned shall not constitute any restriction on the possibility that through a bonus issue, or after a requisite amendment in the Articles of Association, to issue shares of a new class.

Reduction of the share capital, but not below the minimum capital, can take place through the redemption of all class A shares following a decision by the Board. When a decision on redemption is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available. Decisions on redemption of class A shares can only be made after a period of 30 days after the Annual General Meeting of the company has been held for the financial year 2020. The redemption amount for each redeemed class A share shall be an amount corresponding to the quota value per class A share.

Number of shares

The number of shares shall be a minimum of 50,000,000 and a maximum of 200,000,000.

Board of directors and auditors

The Board shall consist of a minimum of 4 and a maximum of 8 members without deputies.

The company shall have 1-2 auditors with a maximum of 2 alternate auditors or a registered accounting firm.

General meeting notice

Notice of the Annual General Meeting shall be issued by advertising in the Swedish Post and Domestic Times and by making the notice available on the company’s website. That a summons has been issued shall at the same time be announced in Dagens Industri.

In order to participate in the Annual General Meeting, shareholders must register with the company no later than the date specified in the notice convening the Annual General Meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth working day before the Annual General Meeting.

Opening of the annual general meeting

The Chairman of the Board or the Board of Directors proposes to open the Annual General Meeting and leads the deliberations until a Chairman for the meeting has been elected.

Annual general meeting

Annual General Meetings are held annually, within six months of the end of the financial year.

At the Annual General Meeting, the following matters shall be considered.

  1. Appointment of a Chairman for the meeting;
  2. Establishment and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to approve the minutes
  5. Verification of whether the meeting has been duly convened;
  6. Presentation of submitted annual report and audit report and, where applicable, consolidated accounts and consolidated auditors’ report;
  7. Decision of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet, on the allocation of the company’s profit or loss according to the adopted balance sheet, on the discharging of Board members and the President, as appropriate.
  8. Determination of directors ‘and auditors’ fees;
  9. Election of Board and auditing companies or auditors and any deputy auditors;
  10. Other matters are to be considered at the Meeting under the Swedish Companies Act or the Articles of Association.

Financial year

The company’s financial year shall be 0101-1231.

Reconciliation reservation

The limited company’s shares must be registered in a reconciliation register in accordance with the Act (1998: 1,479) on central securities depositories and accounting of financial instruments. The shareholder or nominee who on the record date is entered in the share register and recorded in a record register or who is recorded in the record account in accordance with Ch. § 18 first paragraph 6-8 mentioned law, shall be assumed to be competent to exercise the rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).