Articles of association

§ 1. The name of the company shall be Sapa AB.

§ 2. The board of directors shall have its registered office in Stockholm.

§ 3. The business of the company is, directly or indirectly, through the affiliates – to produce, process and sell metals, mainly aluminium and plastic products, trade and recycle scrap metal, own and manage immovable and movable property and conduct other thereto related business activities.

§ 4. The share capital shall amount to no less than SEK 800 million (800,000,000) and no more than SEK 3.2 billion (3,200,000,000).

§ 5. The number of shares shall be no less than SEK 32 million (32,000,000) and no more than 128 million (128,000,000).

§ 6. The board of directors shall, in addition to members who may be appointed  pursuant to applicable law, consist of no less than four (4) and no more than eight (8) members and no more than three (3) deputy members.

§ 7. Two auditors with two deputy auditors or a registered auditor company shall be appointed to audit the annual accounts and accounting records and the administration of the board of directors and the managing director.

§ 8. Notice of a general meeting shall be made in letter form no earlier than six (6) weeks and no later than two (2) weeks before the meeting.

§ 9. Shareholders, who want to participate in a general meeting, shall have been entered in a share register of the company no later than five (5) days before the meeting and shall notify the company of their intention to attend no later than at 4 pm on the day stated in the notice of the meeting. Such day shall not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not fall earlier than the fifth working day before the meeting.

§ 10. The chairman of the board or the person appointed by the board for that purpose shall open the general meeting and lead its proceedings until a chairman has been elected.

§ 11. The general meeting shall be held in Stockholm or Vetlanda. The annual meeting shall be held within six (6) months after the end of each financial year.

At the annual shareholders’ the following matters shall be considered:

1) Election of a chairman for the meeting;

2) Preparation  and approval the voting list;

3) Election of two persons to approve the voting list;

4) Approval of the agenda;

5) Confirmation that the general meeting has been duly summoned;

6) Consideration of the annual accounts and the auditor’s report as well as the consolidated annual accounts and the auditor’s report for the group;

7) Resolutions on:
a) approval of the profit and loss account and balance sheet as well as the        consolidated profit and loss account and consolidated balance sheet;
b) appropriation of the company’s profit or loss according to the approved balance sheet;
c) discharge from liability for the members of the board of directors and the managing director for the period covered by the statutory accounts;

8) Determination of the number of the board members and deputy members to be elected by the meeting;

9) Determination of the fees to the members of the board of directors and the auditors;

10) Election of the board of directors and deputy members, if any;

11) When required, election of the auditors and deputy auditors;

12) Consideration of any other business as required under the Swedish Companies Act.

§ 12. The company’s financial year shall be the calendar year.

§ 13. The company shall be a CSD-registered company and the shares of the company shall be registered in a CSD register pursuant to the Swedish Financial Instrument Accounts Act (1998:1479).

The above articles of association were adopted at the general meeting on 14 May, 2009.