Adopted at the Annual General Meeting held on 5 December 2017.
§ 1 Company Name
The name of the Company is KappAhl AB (publ).
§ 2 Registered office
The Board of Directors shall have its registered office in Mölndal.
§ 3 Business
The object of the Company’s business shall be to, directly or indirectly, carry on retail trade business regarding clothing for ladies, gentlemen and children and to pursue other business related thereto.
§ 4 Share capital
The share capital shall amount to no less than SEK thirty two million (32,000,000) and no more than SEK one hundred twenty eight million (128,000,000). The number of shares shall be no less than forty million (40,000,000) and no more than one hundred sixty million (160,000,000).
§ 5 Board of Directors and Auditors
The Board of Directors shall consist of four (4) up to nine (9) directors.
The Company shall have one to two auditors with the same number of deputies, or one or two registered public accounting firms.
§ 6 Notice
Notice to attend a shareholders’ meeting shall be published in Post och Inrikestidningar and at the Company’s website. The fact that notice to attend a shareholders’ meeting has been announced shall be published in Göteborgs-Posten and Svenska Dagbladet.
§ 7 The right of a shareholder to take part in a general meeting
A shareholder who wants to take part in the negotiations at a general meeting shall, on the one hand be listed in a print-out or any other description of the share register in whole regarding the circumstances five weekdays prior to the general meeting, on the other hand, notify the Company at the latest at noon on the day that is set forth in the notice convening the general meeting. The last mentioned day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not occur earlier than on the fifth weekday before the general meeting.
§ 8 Annual General Meeting
The following matters shall be addressed in the course of the annual general meeting:
- Election of a chairman to preside at the meeting.
- Preparation and approval of a voting list.
- Approval of the agenda.
- Election of one or two persons to check the minutes.
- Examination of whether the general meeting has been properly convened.
- Presentation of the annual report and the auditor’s report and, whenever applicable, the consolidated accounts and the group auditor’s report.
- Resolutions with respect to
- The adoption of the Company’s profit and loss account and balance sheet and, whenever applicable, the consolidated profit and loss account and the consolidated balance sheet.
- The appropriation of the Company’s profit or loss according to the balance sheet adopted.
- The discharge of the directors of the Board of Directors and the Managing Director from their liability.
- Establishing of the number of directors and deputies and, whenever applicable, auditor and deputy auditor.
- Determination of fees for the Board of Directors and, whenever applicable, of the auditor.
- Election of the Board of Directors and, whenever applicable, auditor, deputy auditor or registered public accounting firm.
Any other matter which the general meeting is obliged to address under the Swedish Companies Act or under the Articles of Association.
§ 9 Financial year
The financial year of the Company is 0901 – 0831.
§ 10 Record day provision
The shares of the Company shall, in accordance with the Swedish Financial Instruments Act (1998:1479), be registered in a record day register.
These Articles of Association have been adopted at the Annual General Meeting held on 5 December 2017.
Articles of Association (pdf)