Articles of association
ARTICLES OF ASSOCIATION for RNB RETAIL AND BRANDS AB (publ)
(Corporate Registration No. 556495-4682)
§ 1
The registered name of the company is RNB RETAIL AND BRANDS AB (publ).
§ 2
The registered office of the Board of Directors shall be in Stockholm.
§ 3
The object of the Company's operations is to, directly or indirectly, promote and financially and administratively contribute to establishing and managing new and existing retail stores in Sweden and abroad, provide Group-wide financial and administrative services, and services within support, training and marketing, own and manage real estate and intellectual property rights and conduct other similar business operations.
§ 4
The Company's share capital shall amount to not less than SEK 60,000,000 and not more than SEK 240,000,000.
§ 5
The number of shares shall be not less than 60,000,000 and not more than 240,000,000.
§ 6
The Board of Directors, to the extent that it is elected by the Annual General Meeting, shall comprise not less than five and not more than eight members, without deputies.
§ 7
The Company shall have not fewer than one and not more than two auditors with or without deputy auditors, or an auditing company shall be appointed.
§ 8
The Notification of Annual General Meetings and Extraordinary Meetings, where issues regarding amendment of the Articles of Association will be addressed, must be issued not earlier than six and not later than four weeks prior to the Meeting. The Notification to other Extraordinary Meetings must be issued not earlier than six and not later than three weeks prior to the Meeting.
Notification of the Annual General Meeting must occur my means of an advertisement in Post- och Inrikes Tidningar and a notice on the Company's website. At the time of the Notification, information that the Notification has been duly made is to be advertised in Svenska Dagbladet".
§ 9
Shareholders who wish to participate in proceedings at the Annual General Meeting must be registered as shareholders in documents or other representation of the entire share register concerning the circumstances five working days prior to the Meeting, and must notify the Company not later than 4:00 p.m. on the date set forth in the notice of the Meeting. The latter date must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not fall earlier than the fifth working day prior to the Annual General Meeting.
At the Annual General Meeting, shareholders may be accompanied by one or two assistants, however, only if the shareholder has communicated this information in accordance with the preceding paragraph.
§ 10
The Board of Directors may collect proxies according to the procedure stated in the Swedish Companies Act, Chapter 7, second paragraph.
§ 11
The Chairman of the Board or the person appointed by the Board of Directors will convene the Annual General Meeting and lead the proceedings until the election of a new Chairman of the Board.
§ 12
At Annual General Meetings, the following issues must be addressed:
1. election of Chairman of the Meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two minute-checkers to sign the minutes;
5. determine that the Meeting has been duly convened;
6. presentation of the Annual Report and the Auditors' Report and, when appropriate, the Consolidated Accounts and the Auditors' Report on the Consolidated Accounts;
7. motions on
a) adoption of the Income Statement and the Balance Sheet and, when appropriate, the Consolidated Income Statement and the Consolidated Balance Sheet;
b) the disposition of the Company's profits or losses in accordance with the adopted Balance Sheet;
c) discharge from liability of the Board of Directors and President;
8. determination of the number of Board members and the number of auditors and deputy auditors;
9. determination of fees to be paid to the Board of Directors and the auditors;
10. election of Board members and auditors and deputy auditors;
11. other issues as determined by the Meeting in accordance with the Swedish Companies Act or the Articles of Association."
§ 13
The Company's fiscal year shall be September 1 - August 31.
§ 14
The Company's shares shall be registered in a securities register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).
The above Articles of Association was adopted at the scheduled Annual General Meeting on January 20, 2011.