Articles of association

Articles of Association of Mekonomen AB (publ), with Corp. Reg. No. 556392-1971, was adopted by the Annual General Meeting on April 14, 2011. This is only a translation from Swedish, not a legal document. In case of discrepancies, the Swedish original shall prevail.

§ 1
The registered name of the Company is MEKONOMEN AKTIEBOLAG. The company is a limited liability company (publ).

§ 2
The Company shall own and manage companies whose operations shall consist of conducting sales of automotive spare parts and accessories, and to conduct other related operations.

§ 3
The Company’s share capital shall amount to not less than SEK 25,000,000 and not more than SEK 100,000,000. The number of shares shall not be fewer than 10,000,000 and not exceed 40,000,000.

§ 4
The registered office of the Board of Directors shall be in Stockholm Municipality, Stockholm County, Sweden.

§ 5
The Board of Directors shall consist of three to seven members and not more than three alternates.

§ 6
Signing on behalf of the Company may be undertaken by the person or persons appointed by the Board of Directors from within its ranks or externally.

§ 7
For the purpose of examining the company’s annual report and financial accounts and the company’s administration by the President and the Board of Directors, a registered firm of accountants shall be appointed.

§ 8
The company’s financial year shall be a calendar year.

§ 9
The following items of business shall be addressed at the Annual General Meeting:

1) Election of Chairman of the Meeting.
2) Preparation and approval of the list of shareholders entitled to vote at the Meeting.
3) Approval of the agenda.
4) Election of minute-checkers.
5) Determination of whether the Meeting has been duly convened.
6) Presentation of the annual report and the auditors’ report and the consolidated financial accounts and the auditors’ report on the consolidated financial accounts.
7) Resolution concerning the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
8) Resolution concerning the disposition to be made of the Company’s profits or losses as shown in the balance sheet adopted by the Meeting.
9) Resolution concerning the discharge of the Members of the Board and of the President from personal liability.
10) Determination of remuneration of Members of the Board and the auditors.
11) Election of Members of the Board, and where appropriate, auditors.
12) Other business duly referred to the Meeting for consideration.

§ 10
At the Annual General Meeting, each shareholder may only vote for the number of shares he/she represents.

§ 11
Notice of Annual General Meetings and Extraordinary General Meetings, where issues pertaining to amendments to the Articles of Association will be addressed, shall be issued not earlier than six and not later than four weeks prior to the General Meeting.

Notice of meetings other than Extraordinary General Meetings shall be issued not earlier than six and not later than two weeks prior to the Meeting. Notice of a General Meeting and other releases to shareholders shall occur through announcement in Post och Inrikes Tidningar and in Dagens Nyheter. Shareholders who wish to participate in the business of a General Meeting must be registered in the transcript or other presentation of the entire share register pertaining to the conditions prevailing five working days prior to the Meeting and notify the company of their intention to attend the Meeting not later than 4:00 p.m. on the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than five working days before the Meeting.

§ 12
The shares of the company must be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479). Adopted by the Annual General Meeting on 9 May 2007.