ARTICLE OF ASSOCIATION
Articles of association of RVRC Holding AB, Reg.No. 559129-4623
§ 1. Company name The company’s name is RVRC Holding AB. The company is a public company (publ).
§ 2. Registered office The registered head office of the company is in the municipality of Borås.
§ 3. Objects of the company The objects of the company shall be to, directly or indirectly, own and administer shares in subsidiaries and sell outdoor clothing and casual wear and associated products and conduct thereto related business.
§ 4. Share capital The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
§ 5. Amount of shares The number of shares shall be not less than 100,000,000 and not more than 400,000,000.
§ 6. Board of directors and company auditors The board of directors shall consist of not less than three (3) and not more than ten (10) directors, with no deputies. The company shall appoint not less than one (1) and not more than two (2) auditors, with not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditors shall be elected an authorised public accountant or a registered public accounting firm.
§ 7. Convening of shareholders’ meeting Notice convening a general meeting shall be issued through announcement in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) as well as at the company’s website. Announcement to the effect that notice convening a general meeting has been issued shall be made in Dagens industri.
§ 8. Notification to participate in a general meeting A shareholder who wishes to participate at a general meeting shall notify the company of his or her intention to attend the shareholders’ meeting not later than on the day stated in the notice of the shareholders’ meeting. Such day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than on the fifth weekday before the shareholders’ meeting. At a general meeting, shareholders may be accompanied by one or two assistants, however, only if the shareholder has given notification of this as specified in the previous paragraph.
§ 9. Location of shareholders’ meeting The shareholders’ meeting may be held, besides where the company has its registered head office, in the municipality of Stockholm or Gothenburg.
§ 10. Annual general meeting The following business shall be considered at the annual general meeting:
Election of chairman of the meeting;
Drawing up and approval of the voting list;
Approval of the agenda;
Election of one or two persons to certify the minutes;
Determination of whether the meeting was duly convened;
Presentation of the annual report and the auditor report and, where applicable, the consolidated accounts and the group audit report;
Resolutions a. regarding the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet; b. regarding allocation of profit or loss in accordance with the adopted balance sheet; c. regarding the discharge from liability of the board members and of the managing director;
Resolution on the number of directors and auditors and, where applicable, the number of deputy auditors;
Resolution on the fees for the board of directors and the auditors and, where applicable, deputy auditors;
Election of the board of directors and auditors and, if applicable, deputy auditors.
Other matter which rests upon the meeting according to the Swedish Companies Act or the company’s articles of association.
§ 11. Collection of powers of attorney and voting by post The board of directors may collect powers of attorney in accordance with the procedure described in chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting pursuant to the procedure stated in chapter 7, section 4 a of the Swedish Companies Act (2005:551).
§ 12. Financial year The company’s financial year shall be 1 July to 30 June.
§ 13. CSD company The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Account Act (SFS 1998:1479) (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Adopted at the extraordinary general meeting on 26 May 2021
