EX-1 3 f20_exh1.htm EXHIBIT 1

 Exhibit 1

1 (4)

Articles of Association
for
Aktiebolaget SKF

 

§ 1
The name of the Company is Aktiebolaget SKF. The company is public
(publ).

 

§ 2
The Company shall - directly or through subsidiaries - carry on business
operations, principally with roller bearings and seals, components and
component systems, manage real and movable property and conduct other
business compatible therewith.

 

§ 3
The Company shall have its registered office in the municipal area of
Gothenburg.

 

§ 4
The share capital shall comprise a minimum of one billion three hundred
and fifty million kronor (SEK 1,350,000,000) and a maximum of five
billion four hundred million kronor (SEK 5,400,000,000).

 

§ 5
The nominal value of each share shall be twelve kronor and 50 öre (SEK 12:50).

 

§ 6
Of the Company's shares, a maximum of 432,000,000 shares may be
Series A shares and a maximum of 432,000,000 shares may be Series B shares.

In a vote at a General Meeting, each Series A share shall carry one vote
and each Series B share 1/10 of a vote.

Exhibit 1

2 (4)

Shares of Series A shall on request by their owners be converted to shares
of Series B. A conversion request, which shall be done in writing and state
the number of shares to be converted, shall be made to the company. The
company shall without delay notify the conversion to the Patent and
Registration Office for registration. The conversion is executed when the
registration has taken place.

Should the Company decide to issue new Series A and Series B shares by
means of a cash issue, the holders of Series A and Series B shares shall
have a preferential right to subscribe for new shares of the same type in
relation to the number of shares previously held by the holder (primary
preferential right). Shares not subscribed for through a preferential right
shall be offered to all shareholders for subscription (subsidiary preferential
right). If shares thus offered for subscription are insufficient for the
subscription that takes place through a subsidiary preferential right, the
shares shall be divided among subscribing parties in relation to the
previous shareholding or, to the extent this cannot take place, by the
drawing of lots.

Should the Company decide to issue either Series A or Series B shares
through a cash issue, all shareholders, regardless of whether their shares
are Series A or Series B, shall be entitled to subscribe for new shares in
relation to the number they held previously.

The aforementioned does not entail any limitation on the possibility of
passing a resolution regarding a cash issue that deviates from the
shareholders' preferential right.

In the event of an increase in the share capital through a bonus issue, new
shares of each type shall be issued in relation to the number of shares of
the same type as previously. Consequently, old shares of a certain type
shall carry the right to new shares of the same type. The aforementioned
shall not entail any limitation on the possibility of issuing a new type of
share by means of a bonus issue, following the requisite amendment to the
articles of association.

 

§ 7
Any person entered in the share register or in a list pursuant to Section 3,
sub-section 12 of the Swedish Companies Act (1975:1385) on the
stipulated recording date, shall be deemed to be entitled to receive a
dividend, and - in the event of a bonus issue - new share(s) due to the
holder and to exercise the shareholder's preferential right to take part in an issue.

 

Exhibit 1

3 (4)

§ 8
In addition to specially-appointed members and deputies, the Company's
Board of Directors shall comprise a minimum of five and a maximum of
ten members, with a maximum of five deputies. These members are
elected each year at the annual general meeting of the shareholders for the
period up to the end of the next annual general meeting.

 

§ 9
Company signatory of signatories shall be the Board member(s) appointed
for this purpose by the Board. However, the Board may authorise a person
other than a Board member to act as a company signatory.

 

§ 10
The Company shall have one or two auditors and a maximum of two
deputy auditors.

 

§ 11
The Company's financial year shall be the calendar year.

 

§ 12
Notice to attend a general meeting and other notices to shareholders shall
be in the form of an announcement inserted once in Post- och Inrikes
Tidningar and in Dagens Nyheter or other national newspaper.

Notice to attend an annual general meeting and notice to attend an extra
general meeting where an issue relating to a change of the Articles of
Association will be dealt with shall be issued no earlier than six weeks and
no later than four weeks prior to the general meeting. Notice to attend
another kind of extra general meeting shall be issued no earlier than six
weeks and no later than two weeks prior to the general meeting.

 

§ 13

The chairman of the Board, or a person appointed by the Board for this
purpose, opens the annual general meeting.

During a vote at a general meeting, each person may vote for the full
number of votes represented by him.

Exhibit 1

4 (4)

§ 14

The annual general meeting shall be held once a year in April or May.

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

1) election of a chairman for the meeting,

2) drawing up and approval of the voting list,

3) approval of agenda,

4) election of persons to verify the minutes,

5) consideration of whether the meeting has been duly convened,

6) presentation of the annual report, audit report, consolidated accounts
and audit report for the Group,

7) the matter of adoption of the income statement and balance sheet and
the consolidated income statement and consolidated balance sheet,

8) decisions arising from the Company's profit or loss according to the
adopted balance sheets,

9) the matter of discharge of the members of the Board and the President
from liability,

10) determination of the number of Board members and deputy Board
members, and where appropriate auditors and deputy auditors,

11) determination of fees for the Board of Directors and auditors,

12) election of Board members and deputy Board members, and where
appropriate auditors and deputy auditors,

13) other matters that have been duly referred to the general meeting.

 

§ 15
Any shareholder wishing to attend a general meeting shall notify the
Company no later than 12 noon on the day specified in the notice to attend
the meeting. This day may not be a Sunday, other public holiday,
Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and shall
not fall earlier than the fifth weekday prior to the general meeting.

A shareholder may, at the general meeting, bring one or two assistants, yet
only if the shareholder has notified the Company hereof according to the
previous paragraph.