Articles of Association

Lammhults Design Group AB (publ) Company registration number 556541-2094

1. BUSINESS NAME
The company’s name is Lammhults Design Group AB. The company is a public limited company (publ).

2. REGISTERED OFFICE
The Board is based in the municipality of Växjö in the county of Kronoberg, Sweden.

3. BUSINESS ACTIVITIES
The object of the company’s business is to conduct operations in interior design for home, office and public environments, primarily focusing on products with a clear design element, strong brands and good export potential and activities compatible with the above, either directly or indirectly through subsidiaries or associated companies; to own and manage shares and participations in subsidiaries and associated companies; and to provide Group-wide functions and compatible operations.

4. SHARE CAPITAL
The share capital shall comprise no less than 50,000,000 (fifty million) Swedish kronor and no more than 200,000,000 (two hundred million) Swedish kronor.

5. NUMBER OF SHARES
The number of shares shall be not less than 5,000,000 (five million) and not more than 20,000,000 (twenty million).

6. CLASSES OF SHARES AND RIGHTS OF SHAREHOLDERS IN THE EVENT OF AN INCREASE IN SHARE CAPITAL
Two classes of share may be issued: Class A shares entitling the shareholder to ten votes per share, and Class B shares entitling the shareholder to one vote per share. Class A shares may be issued up to a maximum number corresponding to the entire share capital and Class B shares may be issued up to a maximum number corresponding to the entire share capital.

Should the company decide to issue new shares of two classes, Class A and Class B, through a cash issue or offset issue, holders of Class A and Class B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares they already own (primary preferential rights). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If it is not possible to issue the full number of shares subscribed for by virtue of subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they already own and, where this cannot be done, through the drawing of lots.

Should the company decide to issue only one class of shares through a cash issue or offset issue, all shareholders, irrespective of the class of shares these hold, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already own.

Should the company decide to issue warrants or convertibles through a cash issue or offset issue, the shareholders have preferential rights to subscribe for warrants as if the issue concerned those shares that may be newly subscribed for due to the option right, or due to preferential rights to subscribe for convertibles as if the issue concerned the shares for which the convertibles may be exchanged, respectively. That stated above shall not imply any restriction of opportunities to make decisions regarding a cash issue or offset issue that deviates from the shareholders’ preferential rights.

When the share capital is increased by a bonus issue, new shares of each class shall be issued in proportion to the existing number of shares of the same class.

Thus, old shares of a specific class shall entitle the shareholder to new shares of the same class. The above shall not imply any restriction of the opportunity to issue shares of a new class by means of a bonus issue following the required amendment of the Articles of Association.

7. BOARD OF DIRECTORS AND AUDITORS
The Board shall consist of a minimum of five and a maximum of twelve members and a maximum of five deputies. The company shall have one or two auditors and a corresponding number of deputy auditors or one or two audit firms.

8. NOTICE OF GENERAL MEETING
Notice of a general meeting shall be given by announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar, PoIT) and in Dagens Nyheter and, where required by law, by written notice to each shareholder whose postal address is known to the company.

9. SHAREHOLDERS’ RIGHT TO PARTICIPATE IN GENERAL MEETINGS OF SHAREHOLDERS
Shareholders who wish to participate in the proceedings of a general meeting must be listed as a shareholder in a printout or other presentation of the entire share register five weekdays prior to the meeting and must notify the company no later than 12.00 noon on the day specified in the notice of the meeting. The latter day may not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

A shareholder may bring one or two advisors to the meeting, only provided that the shareholder has given notice of this in accordance with the previous paragraph.

10. GENERAL MEETING
The general meeting shall be held at the place where the Board of Directors is based or in one of the counties in which the company or one of its subsidiaries operates.

The agenda of the Annual General Meeting shall include the following items:

01. Election of the chair of the meeting
02. Establishment and approval of the list of voters
03. Approval of the agenda
04. Election of one or two people to countersign the minutes
05. Determining whether the meeting has been duly convened
06. Presentation of the annual accounts and auditor’s report as well as the consolidated annual accounts and the auditors’ report on the consolidated accounts
07. Decision on the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
08. Decision on the allocation of the company’s profit or loss according to the balance sheet adopted. 09. Decision to discharge the members of the Board of Directors and the Chief Executive Officer from liability towards the company.
10. Determining the number of directors and deputy directors and, where applicable, auditor and deputy auditor
11. Determining remuneration to the Board of Directors and, where applicable, auditors
12. Election of directors and deputy directors and, where applicable, auditor and deputy auditor or registered audit firm
13. Other business under the jurisdiction of the general meeting pursuant to the Swedish Companies Act or the Articles of Association.

Decisions at the general meeting are made in accordance with Chapter 7, sections 37–45 of the Swedish Companies Act.

Section 11 FINANCIAL YEAR The financial year shall be the calendar year.

Section 12 RECORD DAY PROVISION
The company’s shares shall be registered in a Central Securities Depository Register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).

Section 13 CONVERSION OF SHARES
Class A shares may be converted into Class B shares at the request of holders of Class A shares. Such request shall be made in writing to the company’s Board of Directors. The request shall state the number of shares desired to be converted.

During the month of May, the Board of Directors shall consider any request for conversion received by the Board no later than during March and during the month of November, the Board of Directors shall consider any request for conversion received by the Board of Directors no later than during September of the same year. Conversions dealt with by the Board during May shall be notified for registration in June of the same year and conversions dealt with by the Board in November shall be notified for registration in December of the same year. Conversion is effective upon registration.