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Systemair´s articles of association

§ 1
The name of the Company is Systemair AB. The Company is public (publ).

§ 2
The board shall have its registered office in the municipality of Skinnskatteberg.

§ 3
The Company shall carry on manufacture and sale of ventilation and heating products, own and lease machinery and machinery equipment for the engineering-, processing- and mechanical manufacture industry as well as transport- and building material industry and vehicles, office equipment and data equipment, own and administer real property, and conduct other business compatible therewith.
§ 4
The share capital shall be minimum SEK 50,000,000 and maximum SEK 200,000,000.

§ 5
The number of shares shall be minimum 200,000,000 and maximum 800,000,000.

§ 6
The board shall, with the exception of persons who may be appointed in a differentorder due to law, be composed of minimum three and maximum eight members. The members and the deputies shall be elected at a general meeting for the perioduntil the next annual general meetinghas been held.

§ 7
For the audit of the Company’s annual report and the management of the board and the managing director, a registered accounting company, or one auditor, with or without deputy auditor, shall be elected at the annual general meeting.

§ 8
Invitation to the Annual General Meeting shall be given through an announcement in Post och inrikes tidningar and on the company’s Web site. That convening notice has been published, should be announced in Dagens Industri. Shareholders who wish to participate in a general meeting must be (i) listed in a print-out or other presentation of the entire shareholders’ register showing the position five weekdays prior to the meeting and (ii) notify the Company of the intention to participate no later than 3.00 pm, on the day stipulated in the notice convening the meeting. This day may not be a Sunday, other public holiday,Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday prior to the meeting.

§ 9
The following matters shall be dealt with at the annual general meeting:

1. Election of chairman of the meeting.

2. Preparation and approval of voting list.

3. Election of one or two persons to approve the minutes.

4. Examination of whether the meeting has been duly convened.

5. Approval of agenda for the general meeting.

6. Presentation of the annual accounts and the audit report and, where appropriate, the consolidated accounts and the consolidated audit report.

7. Resolutions on

  • adoption of the income statement and the balance sheet and, where appropriate, the consolidated income statement and the consolidated balance sheet;

  • allocations of the Company’s profit or loss in accordance withto the adopted balance sheet;

  • discharge from liability for theboard members and the managing director, if any.

8. Determination of directors’ fees and auditors’ fees.

9. Election of board and, where applicable, auditor, deputy board members and deputy auditors.

10. Other matter to be dealt with at the general meeting pursuant to the Companies Act or the articles of association.

§ 10
The financial year of the Company shall be 1 May – 30 April.

§ 11
The Company’s shares shall be registered in a Central Securities Depository Register pursuant to the Financial Instruments.