Articles of association

This is a non-official translation of the Swedish original wording. In case of a difference between the English translation and the Swedish original, the Swedish text shall prevail.

Adopted at the Annual General Meeting of the Shareholders held on 27 April 2022

ARTICLES OF ASSOCIATION OF ALLEIMA AB (publ) Reg. no. 559224-1433

§1
The business name of the company is Alleima AB. The company is public (publ).

§2
The registered office of the Board is in Sandviken.

§3
The business objective of the company is to carry out (i) the development, manufacture, marketing and sales of steel products, products of other metals and metal alloys (including metal powder based products and metal powders), ceramic products, coatings and coated products as well as products for industrial heating; (ii) development, marketing and sales of services related to such products or to the development of and use of such products; (iii) ownership of intellectual property rights and granting of various types of licenses; (iv) ownership and management of real property and shares in subsidiaries, and (v) other related business activities.

§4
The minimum share capital of the company shall be SEK 200,000,000 and the maximum share capital shall be SEK 800,000,000.

§ 5
The number of shares shall amount to no less than 200,000,000 and no more than 800,000,000.

§6
In so far as it is elected at a General Meeting of the Shareholders, the Board shall consist of no fewer than three and no more than ten Directors.

§7
The Company shall have no fewer than one and no more than three Auditors with no more than three Deputy Auditors. A registered public accounting firm may be appointed Auditor.

§8
Notice of a general meeting of the shareholders shall be given by announcement in Post- och Inrikes Tidiningar (“the Swedish Official Gazette”) and on the Company’s website. It shall be announced in Svenska Dagbladet and in a daily newspaper published in Sandviken or Gävle that notice has been published.

§9
To be entitled to participate in a General Meeting of the Shareholders, a shareholder must notify the Company of their intention to participate no later than on the date stipulated in the notice of the Meeting. This date may not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth business day prior to the Meeting.

At the General Meeting of the Shareholders, a shareholder may be accompanied by one or two persons assisting them, provided, however, that the shareholder has notified the Company of the number of persons in the manner stipulated in the preceding paragraph.

§10
The following matters shall be dealt with at the Annual General Meeting:

  1. Election of the chairman of the meeting;
  2. Preparation and adjustment of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons to countersign the minutes;
  5. Examination of whether or not the Meeting was duly convened;
  6. Presentation of the Annual Report, Auditor’s Report and the Group Accounts and Auditor’s Report for the Group;
  7. Resolution in respect of the adoption of the Profit and Loss Account, Balance Sheet, and Consolidated Profit and Loss Account and Consolidated Balance Sheet;
  8. 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;
  9. Resolution in respect of the allocation of the Company’s profit or loss in accordance with the adopted Balance Sheet;
  10. Determination of the number of Directors and, where applicable, the number of Auditors;
  11. Determination of the Directors’ fees and, where applicable, Auditors’ fees;
  12. Election of Directors and, where applicable, Auditors and Deputy Auditors; and
  13. Other matters to be dealt with at the Meeting pursuant to the Swedish Companies Act (2002:551) or the Articles of Association.

§11
General Meetings of the Shareholders shall be held in Sandviken or Stockholm.

§12
The Board may before a General Meeting decide that the shareholders shall be able to exercise their right to vote by mail before the General Meeting as set out in Chapter 7, Section 4a of the Swedish Companies Act (2005:551).

The Board may decide that persons not being shareholders of the Company shall be entitled, on the conditions stipulated by the Board, to attend or in any other manner follow the discussions at the General Meeting.

§13
The financial year of the Company shall be the calendar year.

§14
The Company’s shares shall be registered in a Central Securities Depository Register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).