Articles of Association

Articles of Association

Inhouse translation from Swedish. Adopted on May 31, 2022.

Articles of Association for Skogsaktiebolaget Eternali, reg. no. 559247-4976 

§ 1     Company name

The name of the company is Skogsaktiebolaget Eternali. The company is a public company (publ).

§ 2     Registered office

The registered office of the board of directors is in Stockholm.

§ 3     Object of the company

The company shall carry on business within the areas of forestry, bioenergy, pulp, and chemical engineering solutions. Through the company's own development and in collaboration with other players, the company shall contribute to and offer innovative solutions for pulp, energy, and products based on wood fiber and cellulose, such as for the packaging and clothing industries. The company shall – directly or indirectly – invest in forestry and agricultural properties, own and manage holdings in other cellulose-related companies and securities, and also engage in other activities compatible therewith.

§ 4     Share capital and number of shares

The share capital shall not be less than SEK 540 000 and not more than SEK 2 160 000. The number of shares shall not be less than 10 800 000 and not more than 43 200 000.

§ 5     Board of directors

The board of directors shall consist of three to six members.

§ 6     Auditors

The company shall have one or two auditors with a maximum of two deputy auditors. An authorized auditor or a registered firm of accountants shall be appointed as an auditor and, where applicable, deputy auditor.

§ 7     Convening of a general meeting

Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

Shareholders who wish to attend to the Annual General Meeting must notify the company no later than the day specified in the notice convening the Annual General Meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve, and may not fall earlier than the fifth weekday before the meeting.

§ 8     Collection of proxies and postal voting

The board of directors may collect proxies at the company's expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (SFS 2005:551).

The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.

§ 9     Opening of the General Meeting

The Chairman of the Board or the person appointed by the Board opens the Annual General Meeting and leads the meeting until its Chairman at the meeting is elected.

§ 10   Annual General Meeting

The Annual General Meeting is held annually within six months after the end of the financial year. The following matters shall be discussed at the Annual General Meeting.

1.     Election of chairman of the meeting,

2.     Preparation and approval of the voting list,

3.     Approval of the agenda,

4.     Where applicable, election of one or two adjusters,

5.     Examination of whether the meeting has been properly convened,

6.     Presentation of the annual report and the auditors’ report, and, where applicable, the group annual report and the group auditor’s report.

7.     Resolutions regarding:

a) adoption of income statement and balance sheet and, where applicable, the group income statement and the group balance sheet,

b) decision regarding the profit or loss of the company in accordance with the adopted balance sheet,

c) discharge from liability of the board of directors and the managing director.

8.     Determination of fees to the board of directors and to the auditors,

9.     Election of the board of directors and firm of accountants or auditors,

10.  Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the articles of association.

§ 11 Financial year

The fiscal year of the company shall be from 1 January to 31 December.

§ 12 Central securities depository registration

A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).