Articles of Association
Adopted the Annual General Meeting on 5 May 2011.
The registered name of the company is Scania Aktiebolag. The company is a public company (publ).
The aim of the company’s operations is to carry on, directly or through subsidiaries or associated companies, development, manufacturing and trading in motor vehicles and industrial and marine engines; to own and manage real and movable property; to carry on financing business (although not activities that require a permit according to the Banking and Financing Business Act); as well as other operations compatible with the above.
The company’s registered office shall be in the Municipality of Södertälje.
The company’s share capital shall be a minimum of one billion six hundred million kronor (SEK 1,600,000,000) kronor and a maximum of six billion four hundred million kronor (SEK 6,400,000,000).
The total number of shares in the company shall be a minimum of six hundred and forty million (640,000,000) and a maximum of two billion five hundred and sixty million (2,560,000,000).
The shares may be issued in two series, Series A and Series B. A maximum of 2,560,000,000 Series A shares and a maximum of 2,560,000,000 Series B shares may be issued, subject to the limitation that the total number of Series A and Series B shares may not exceed 2,560,000,000 shares. In a vote at a General Meeting of shareholders, each Series A share carries one vote and each Series B share carries one tenth of a vote.
If the company decides to issue new shares of both Series A and Series B and the shares are not to be paid by consideration in kind, existing holders of Series A shares and Series B shares shall have the preferential right to subscribe for new shares of the same type in proportion to the number of existing shares of each type held by such existing shareholder (“primary preferential right”). Shares not subscribed for by shareholders with a primary preferential right shall be offered to all shareholders for subscription (“subsidiary preferential right”). If the total number of shares to be offered is not sufficient to cover the subscriptions made through the exercise of subsidiary preferential rights, such shares shall be distributed among the subscribers in relation to the number of existing shares they already hold and, where this is not possible, through the drawing of lots.
If the company decides to issue new shares of only Series A or Series B, for which consideration in kind is not paid, all shareholders, regardless of whether such shareholders currently hold shares of Series A or Series B, shall have the preferential right to subscribe for new shares in proportion to the number of shares held by them prior to such issuance.
The above shall not in any way limit the ability of the company to make decisions regarding cash issues or issues where consideration is paid by offsetting against a debt, which diverge from the shareholders’ preferential rights.
In the case of an increase in equity through a bonus issue, new shares of each type shall be issued in proportion to the number of shares of the same type already existing. Existing shares of a particular type will thereby carry the right to new shares of the same type. The aforesaid shall not in any way limit the ability of the company to, through a bonus issue, following the necessary changes in the Articles of Association, issue shares of a new type.
What has been stipulated above regarding shareholders’ preferential rights to new shares shall apply correspondingly to the new issue of warrants and convertible debentures.
In addition to those Board members who are appointed according to law by a party other than the Annual General Meeting, the Board of Directors shall comprise a minimum of three and a maximum of ten members with a maximum of two deputies. These members and deputies shall be elected at each Annual General Meeting for the period up to the end of the next Annual General Meeting.
The company signatory (or signatories) are the person(s) appointed for this purpose by the Board of Directors.
Two Auditors and two Deputy Auditors or a registered auditing company shall be appointed at the Annual General Meeting, for the period up to the end of the Annual General Meeting held during the fourth financial year after the election of Auditors, to carry out the company’s audit. If the same Auditor or auditing company is to be reappointed after the term has come to an end, the General Meeting may decide that the appointment shall be valid up to the close of the Annual General Meeting held during the third financial year after the election of the Auditor.
The Board of Directors is authorized to appoint one or several special auditors, or a registered auditing firm, to review such statements or plans which have been prepared by the Board of Directors in accordance with the Swedish Companies Act in connection with such new issue of shares, warrants or convertibles which contain provisions on payment in kind or that subscription shall be made with a right of setoff or with other conditions, a sale of own shares against non-cash consideration, a reduction of the share capital or the statutory reserve, a merger or a demerger of a limited liability company.
The company’s financial year shall be the calendar year.
The Annual General Meeting shall be held in the Municipality of Södertälje or the Municipality of Stockholm. The meeting shall be opened by the Chairman of the Board or the person appointed to do so by the Board.
The Annual General Meeting shall be held once a year, by June at the latest. The following matters shall be dealt with at the Annual General Meeting:
Election of a chairman for the meeting.
Approval of the voting list.
Approval of the agenda.
Election of two persons to verify the minutes.
Consideration of whether the meeting has been duly convened.
Presentation of the annual accounts and Auditors' Report, and the consolidated annual accounts and Auditors' Report.
a. adoption of the income statement and balance sheet and the consolidated income statement and balance sheet,
b. distribution of the profit or loss according to the adopted balance sheet,
c. discharge of the members of the Board and the President from liability for the financial year.
Determination of the number of Board members and deputy Board members.
Determination of remuneration for the Board and Auditors.
Election of Board members and deputy Board members.
Election of Auditors and Deputy Auditors when applicable.
Other matters to be dealt with at the Annual General Meeting pursuant to the Swedish Companies Act or the Articles of Association.
At a General Meeting, each shareholder entitled to vote may vote for the full number of votes held or represented by him.
Notice convening the Annual General Meeting, or an Extraordinary General Meeting where a change in the Articles of Association is on the agenda, shall be issued no earlier than six weeks and no later than four weeks prior to the Meeting. Notice convening other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than three weeks prior to the Meeting.
Notice convening a General Meeting shall be in the form of an announcement in the Swedish official gazette Post- och Inrikes Tidningar and as an announcement on the company’s webpage. An advertisement that notice has been given shall be published in the Swedish national circulation newspapers Dagens Nyheter and Svenska Dagbladet. Shareholders who wish to attend a General Meeting must be included in a print-out of the shareholder list reflecting conditions five weekdays prior to the General Meeting, and must also register with the company no later than 16.00 CET on the date stated in the notice convening the Meeting. Such a day may not be a Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than five weekdays prior to the meeting.
Shareholders may bring one or two assistants to a General Meeting, although only if the shareholder has given prior notice thereof to the company as stipulated in the preceding section.
The company’s shares shall be registered in a central securities depository register according to the Financial Instruments Accounting Act (1998:1479).