Articles of association

§ 2 Registered office

The registered office of the company is in Nyköping.

§ 3 Activities

The company shall, directly and through wholly and part-owned companies, conduct development, trading, manufacturing and service activities with products and services in the areas of production analysis and optimization, materials testing and material selection, environment and safety, industrial service, decontamination and industrial cleaning, as well as management, treatment and recycling of residual products. In addition, activities may also include other areas, such as ownership and management of real and movable property and administrative service for subsidiaries, as well as activities consistent therewith.

§ 4 Share capital

The share capital shall be a minimum of SEK 5,800,000 and a maximum of SEK 23,200,000.

§ 5 Shares

The number of shares shall be a minimum of 5,800,000 and a maximum of 23,200,000.

The shares shall be ordinary shares and each share in the company shall have one (1) vote.

§ 6 Board of Directors

The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) members. The members shall be elected annually at the Annual General Meeting for the period up to the conclusion of the next Annual General Meeting.

§ 7 Auditors

Two authorized public accountants and a maximum of two alternate auditors or a registered public accounting firm shall be elected at the Annual General Meeting.

§ 8 Financial year

The financial year covers the period from January 1 to December 31, inclusive.

§ 9 Notice

Notice to attend a general meeting of shareholders shall be given by advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. On the date of the notice to attend, an announcement that the meeting has been convened shall be published in the daily newspaper Svenska Dagbladet.

Notice to attend a general meeting of shareholders shall be given no earlier than six and no later than four weeks before the meeting. However, notice to attend an extraordinary general meeting that is not to deal with an amendment to the Articles of Association, shall be given no later than three weeks before the meeting.

§ 10 General Meeting of Shareholders

The general meeting of shareholders shall be held in Nyköping or in Stockholm. The ordinary general meeting (annual general meeting) shall be held once a year before the end of the month of June.

In order to participate in the general meeting shareholders shall notify their attendance to the company no later than 12.00 noon on the date stated in the notice of the meeting. That date shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and shall not occur earlier than the fifth weekday before the meeting.

Shareholders may bring assistants to the general meeting only if the shareholder has notified the company of the number of assistants in accordance with what is stated in the previous paragraph.

The Board of Directors may decide that the shareholders are to be able to exercise their voting rights by post prior to the general meeting in accordance with Chapter 7 § 4a of Sweden’s Companies Act. The Board of Directors may also collect proxy forms in accordance with the procedure stated in Chapter 7 § 4 of the Companies Act.

§ 11 Annual general meeting

The following business shall be transacted at the Annual General Meeting:

1. Election of chairman of the meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Consideration whether the meeting has been properly convened.
6. Presentation of the annual accounts and audit report and, where applicable, the consolidated accounts and audit report for the Group.
7. Resolutions concerning
   • adoption of the income statement and balance sheet and, where applicable, the consolidated accounts and consolidated balance sheet,
   • appropriation of the company’s profit or loss according to the adopted balance sheet, and
   • discharge from liability of the members of the Board of Directors and the President.
8. Determination of the number of members of the Board of Directors and auditors.
9. Determination of the remuneration to the Board of Directors and, where applicable, the auditors
10. Election of the Board of Directors.
11. Election of auditors.
12. Any other business which is to be dealt with by the Meeting in compliance with the Swedish Companies Act or the Articles of Association.