Articles of Association specifies the regulations for a company's operations.
Adopted at Annual General Meeting on 5 May 2021
1. Company name
The name of the company is GARO Aktiebolag. The company is a public company (publ).
2. Registered office
The board of the company shall have its registered office in the municipality of Gnosjö.
3. Object of business
The company shall, directly or through subsidiaries, conduct business within manufacturing of sealed electrical installation materials and socket means to the construction and electrical industry, in addition hereto, the company shall conduct and offer economy and management services to group companies, own and manage property and conduct business compatible therewith.
4. Share capital
The share capital shall amount to not less than SEK 14,000,000 and not more than SEK 56,000,000.
5. Number of shares
The number of shares shall be not less than 50,000,000 and not more than 200,000,000.
6. Board of directors
The board of directors shall consist of no less than three (3) and no more than seven (7) directors.
7. Auditors
The company shall have one (1) or two (2) auditors in charge with no more than two (2) deputy auditors. As auditor shall be elected an authorized public accountant or a registered public accounting firm.
8. Annual General Meeting
General Meetings shall be held in Gnosjö, Malmö or Stockholm
Annual General Meeting shall be held annually no later than six (6) months after the end of the financial year.
At the Annual General Meeting the following items shall be addressed:
- Election of the chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to approve the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditor’s report, and if applicable, the consolidated financial statements and the group auditor’s report.
- Resolutions regarding:
- adoption of the income statement and the balance sheet, and, if applicable, the consolidated income statement and the consolidated balance sheet;
- appropriation of the company’s profit or loss according to the adopted balance sheet;
- discharge from liability for the members of the board of directors and the managing director.
- Resolution regarding fees for the members of the board of directors and fees for the auditors.
- Resolution regarding the number of directors of the board of directors and auditors and deputy auditors.
- Election of members of the board of directors, as well as election of auditors and deputy auditors.
- Any other matter on which the annual general meeting is required to decide pursuant to the Swedish Companies Act or the Articles of association.
9. Notice
Official notification to attend a General Meeting of the shareholders shall be announced in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. The announcement of the notification of the General Meeting is to be advertised in Dagens industri.
Shareholders wishing to participate in the General Meeting of the shareholders must, firstly, be registered in the transcript or other presentation of the entire shareholders’ register on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, 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 five weekdays before the Meeting.
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. Financial year
The financial year of the company shall comprise the period January 1 to December 31.
11. CSD Company
The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).