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Articles of Association

Adopted by the Extraordinary General Meeting of shareholders on 2 September 2022

§ 1

The name of the Company is Alimak Group AB (publ).

§ 2

The registered office of the Company’s board of directors shall be in Stockholm County, Stockholm Municipality.

§ 3

The object of the Company’s business is to own and manage real property, chattels and securities either directly or through subsidiaries. The Company shall also coordinate the businesses conducted by the Company’s subsidiaries and/or other group or affiliated companies and conduct other ancillary activities.

§ 4

The Company’s share capital shall amount to not less than SEK 1,000,000 and not more than SEK 4,000,000.

§ 5

The number of shares in the Company shall be not less than 50,000,000 and not more than 200,000,000.

§ 6

The board of directors shall consist of not less than three and not more than ten directors.

§ 7

The Company shall appoint not less than one and not more than two auditors, with or without alternate auditor, or one registered accounting firm.

§ 8

Notice of an Annual General Meeting of shareholders and notice of an Extra General Meeting of shareholders at which matters regarding amendments to the Articles of Association are to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of any other Extra General Meeting of shareholders shall be issued not earlier than six weeks and not later than three weeks prior to the meeting.

Notice of a general meeting of shareholders shall be provided by way of an announcement in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by publishing the notice on the Company’s website. At the same time as the notice is given, the Company shall through an advertisement in Svenska Dagbladet inform that notice has been given and in the advertisement provide all information required by law.

§ 9

A shareholder wishing to participate in a general meeting of shareholders must give notice to the Company of his or her intention to participate in the meeting no later than the day that is set forth in the notice of the meeting. This day shall not be a Sunday, or any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall prior to the fifth weekday before the meeting. A shareholder wishing to be accompanied by one or two advisors at a general meeting of shareholders shall notify the Company of this fact within the above-mentioned period.

§ 10

The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorized to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).

§ 11

An Annual General Meeting of shareholders shall be held within six months of the expiry of each financial year.

At the Annual General Meeting of shareholders the following items shall be addressed:

  1. Election of the chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor’s report, and if applicable, the group financial report and the group auditor’s report.
  7. Resolutions regarding the adaption of the income statement and balance sheet, and if applicable, the consolidated income statement and consolidated balance sheet.
  8. Resolutions regarding the allocation of the Company’s result in accordance with the adopted balance sheet.
  9. Resolutions regarding the discharge from liability for the board of directors and the managing director.
  10. Resolution regarding the number of directors of the board, the number of auditors and, if applicable, alternate auditors.
  11. Resolution regarding remuneration to the board of directors and remuneration to the auditors.
  12. Election of directors and chairman, election of auditors and, where appropriate, alternate auditors.
  13. Resolution, if applicable, regarding guidelines determining salary and other remuneration to the managing director and other persons in the Company’s management.
  14. Any other matter on which the meeting is required to decide pursuant to the Companies Act (2005:551) or the Articles of Association.

§ 12

The financial year of the Company shall be 0101-1231.