Articles of association

The Articles of Association have been adopted by the Annual General Meeting on 2009-04-23

§ 1 Company name

The Company operates under the name Björn Borg AB. The company is a public company (publ).

§ 2 Registered office

The registered office of the Board of Directors is in Stockholm.

§ 3 Operations

The objects of the company shall be, directly or through wholly or partly owned subsidiaries, to own, manage and commercialize (including by licensing) and develop the brand Björn Borg and to carry on activities consistent therewith.

§ 4 Share capital

The share capital shall amount to no less than seven million (7,000,000) Swedish kronor and no more than twenty-eight million (28,000,000) Swedish kronor.

§ 5 Number of shares

The number of shares shall amount to no less than twenty-two million, four hundred thousand (22,400,000) and no more than eighty-nine million, six hundred thousand (89,600,000).

§ 6 Board of Directors

The Board of Directors shall consist of no fewer than four and no more than eight Directors with no more than two Deputy Directors. The Directors and Deputy Directors are elected annually at the Annual General Meeting for a term ending at the conclusion of the following Annual General Meeting.

§ 7 Auditors

The Company shall have one (1) or two (2) Auditors with no more than two Deputies, or one (1) registered public accounting firm.

§ 8 Notice convening the General Meeting

Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and on the company’s web site. It shall be announced in Svenska Dagbladet that notice of general meeting has been made.

§ 9 Notification of attendance and right to attend the General Meeting

Shareholders wishing to attend a General Meeting must be entered in the printed shareholders’ register or the entire shareholders’ register in another form as of five weekdays prior to the General Meeting and must notify the Company no later than 4:00 pm (CET) on the date indicated in the notice convening the Meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays prior to the General Meeting.

A shareholder may be accompanied by one or two assistants when attending a General Meeting, but only if the shareholder’s notification pursuant to the previous paragraph includes information to that effect.

§ 10 Annual General Meeting

The Annual General Meeting, which shall be held each year within six months of the conclusion of the financial year, shall deal with the following matters:

  1. Election of a Chairman at the General Meeting;
  2. Preparation and approval of a voting list;
  3. Election of one or two persons to check the minutes;
  4. Examination whether the Meeting has been properly convened;
  5. Approval of the agenda;
  6. Presentation of the Annual Report and the Auditors’ Report and, where applicable,  of the Consolidated Accounts and the Auditors’ Report on the Group;
  7. Resolutions in respect of:
    a) Adoption of the income statement and the balance sheet and, where applicable, of the consolidated income statement and the consolidated balance sheet;
    b) Appropriation of the Company’s profit or loss according to the adopted balance sheet;
    c) The Directors’ and the President’s discharge from liability;
  8. Determination of the remuneration payable to the Board of Directors and, where applicable, to the Auditors;
  9. Election of Directors and, where applicable, of Deputy Directors;
  10. Election, where applicable, of Auditors and Deputy Auditors;
  11. Other matters which shall be dealt with at the Meeting according to the Swedish Companies Act (2005:551) or these Articles of Association.

§ 11 Financial year

The financial year of the Company shall be the calendar year.

§ 12 Record day provisions

The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).

Shareholders or their nominees who are recorded in the share register on the record date and listed in a central securities depository register pursuant to chapter 4 of the Financial Instruments Accounts Act (1998:1479), or those listed in a control account pursuant to chapter 4 section 18 paragraph 1 of the aforementioned act, are presumed to be authorized to exercise the rights granted according to chapter 4 section 39 of the Swedish Companies Act (2005:551).