§ 1. Business name
The name of the Company is Essity Aktiebolag (publ). The Company is a public company.
§ 2. Registered office
The registered office of the Company is in Stockholm.
§ 3. Object of the Company’s business
The object of the Company’s business is to own and manage shares and other certificates of participation in industrial undertakings, carry out industrial and commercial operations, principally business within the hygiene area, and engage in other similar activities, as well as activities consistent therewith.
§ 4. Share capital
The share capital of the Company shall be not less than one billion seven hundred million (1,700,000,000) Swedish Kronor and not more than six billion eight hundred million (6,800,000,000) Swedish Kronor.
§ 5. Number of shares
The number of shares shall not be less than 700,000,000 and shall not exceed 2,800,000,000.
§ 6. Share Classes
Shares in the Company may be issued in three classes, Class A, Class B and Class C.
At General Meetings of the Shareholders, Class A shares carry ten votes, Class B and Class C shares one vote.
The entire share capital may be represented by Class A or Class B hares. The maximum number of Class C shares that may be issued is however 1,800,000.
Holders of Class A shares shall have the right, but not the obligation, to require that Class A shares are converted to Class B shares. Request for conversion shall be made in writing to the Board of Directors of the Company. The request shall state the number of shares to be converted and, if the request does not involve the entire holding, which of these are intended for conversion. The Board shall at its regular meetings consider issues regarding conversion to Class B shares of Class A shares whose owners have requested such conversion prior to the meeting. However, the Board has the right, if it deems advisable, to consider matters regarding conversion at other times than those stated above. The conversion shall be submitted for registration without delay.
Class C shares held by the Company itself shall at the request of the Board of Directors of the Company be convertible to Class B shares. The conversion shall be submitted for registration without delay and shall be effected when registration takes place.
§ 7. Preferential rights
If the Company decides to issue new Class A, Class B and Class C shares through a cash issue or an issue against payment through set-off of claims, owners of Class A, Class B and Class C shares shall have preferential rights to subscribe for new shares of the same type in proportion to the number of shares already owned (primary preferential right). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription based on subsidiary rights, the shares shall be distributed in relation to the number of shares already held and, to the extent that this is not possible, by lot.
If the Company decides to issue new shares of only Class A or Class B or Class C through a cash issue or an issue against payment through set-off of claims, all shareholders, irrespective of whether they own Class A or Class B or Class C shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares already held.
If the Company decides to issue warrants or convertibles through a cash issue or an issue against payment through set-off of claims, the shareholders have preferential rights to subscribe to warrants as if the issue were of the shares that may be subscribed to pursuant to the warrant and, respectively, preferential rights to subscribe to convertibles as if the issue were of the shares that the convertibles may be converted to.
The aforementioned stipulation shall not impose any restriction on the possibility to decide on a cash issue or an issue against payment through setoff of claims that deviates from shareholders’ preferential rights.
In the event of an increase in share capital through a bonus issue, new shares of each class shall be issued in proportion to the number of shares of the same class already issued. In such cases, shares of a specific class shall carry entitlement to new shares of the same class.
§ 8. CSD clause
The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
§ 9. Board of Directors
The Board of Directors of the Company shall consist of not less than three and not more than twelve members, with not more than five deputies.
§ 10. Auditors
The General Meeting shall appoint at least one and not more than three auditors, with not more than three deputies.
§ 11. Notice
Notice of General Meetings shall be made by advertisement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. An announcement that this has been done shall be published in Dagens Nyheter and Svenska Dagbladet.
In order to be permitted to attend General Meetings, shareholders must notify the Company of its attendance no later than the day specified in the notice of the Meeting. This day must not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and must not fall earlier that the fifth weekday prior to the Meeting.
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights 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. The venue of General Meetings
General Meetings shall be held in Stockholm or Gothenburg.
§ 13. Annual General Meeting
The following matters shall be dealt with at the Annual General Meeting:
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Election of two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report in respect of the consolidated financial statements
- Resolutions on:
a. adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
b. appropriations of the Company’s profit or loss as shown in the adopted balance sheet
c. discharge of the members of the Board of Directors and of the President from personal liability
- Determination of the number of members and deputy members of the Board of Directors
- Determination of the number of auditors and deputy auditors
- Determination of the fees to be paid to the Board of Directors and the fees to be paid to the auditors
- Election of members and deputy members of the Board of Directors
- Appointment of auditors and deputy auditors
- Any other matter to be considered at the Meeting under the Swedish Companies Act (2005:551) or the Articles of Association
§ 14. Financial year
The Company’s financial year shall be the calendar year.
§ 15. Redemption clause etc.
Shares of Class C carry entitlement to annual dividends from the Company’s distributable earnings in an amount corresponding to STIBOR for a term of 6 months from 1 May of a certain year until and including 1 May of the subsequent year and calculated on the ratio value of the Company’s share.
The Board of Directors of the Company shall in the period from 1 July up to and including 31 July of each year be entitled to decide to reduce the share capital by redemption of all Class C shares.
If a decision to redeem is made, holders of Class C shares shall be obligated to accept redemption at a price equivalent to the ratio value of the shares. The redemption price shall be paid as soon as possible.
Adopted at the Annual General Meeting on March 25, 2021