Articles of association
Articles of association for Annehem Fastigheter AB, registration number 559220-9083, adopted by the extraordinary shareholders' meeting on 6 November 2020.
1 § Name
The company's name is Annehem Fastigheter AB (publ).
2 § Registered office
The board of directors' registered office is situated in Ängelholm's municipiality.
3 § Object of the company's business
The object of the company's business is to, directly or indirectly, own, manage and develop properties and property-related assets as well as conduct activities related therewith.
4 § Share capital and shares
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares in the Company shall be not less than 58,992,548 and not more than 235,970,192.
Shares may be issued in two classes: Class A and Class B. Class A shares shall entitle the holder to ten (10) votes and Class B shares to one (1) vote. Shares of each class may be issued in a number corresponding to the entire share capital.
At the request of the holder, Class A shares may be converted into Class B shares. Requests for conversion, which must be in writing and specify the number of shares to be converted, shall be submitted to the Company. The Company shall promptly without delay send the required forms to the Companies Registration Office for registration. The shares are converted as soon as registration has taken place.
Should the Company decide to issue two new classes of shares, Class A and Class B, in a cash issue or set-off issue, holders of Class A and Class B shares shall have preferential subscription rights to new shares of the same class pro rata to their existing shareholding (primary preferential right). Shares not subscribed for by exercising primary preferential rights shall be offered to all shareholders (secondary preferential right). If the entire number of shares subscribed for by exercising secondary preferential rights cannot be issued, the shares shall be allotted between the subscribers pro rata to their existing shareholding, and if this is not possible, by drawing lots.
Should the Company decide to issue only one class of shares in a cash issue or set-off issue, all shareholders, regardless of share class, shall have preferential subscription rights to new shares pro rata to their existing shareholding.
Should the Company decide to issue warrants or convertibles through a cash issue or set-off issue, the shareholders shall have preferential subscription rights to warrants as if the issue applied to those shares that may be subscribed to by exercising the option or, respectively, preferential subscription rights to convertibles as if the issue applied to the shares to which the convertibles may be converted.
The above-mentioned shall not entail any restriction on the possibility to approve a cash issue or set-off issue with deviation from the shareholders' preferential rights.
When increasing the share capital by a bonus issue with issue of new shares, the number of Class A and Class B shares issued shall be pro rata to the number of shares of the same class that already exist. Old shares of a certain class will then entitle the holder to new shares of the same class. What has now been said shall not entail any restriction on the possibility of issuing a new class of shares in a bonus issue following the necessary modification of the Articles of Association.
5 § Board of directors
The board of directors, to the extent elected by the shareholders' meeting, shall consist of not less than three (3) and not more than nine (9) board members with no deputy members.
6 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, an authorised public accountant or a registered public accounting firm shall be elected.
7 § Notice of shareholders' meeting
Notice of shareholders' meetings shall be published in the Swedish Official Gazette and be kept available on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
8 § Participation in shareholders' meetings
Shareholders who wish to participate in a shareholders' meeting can only do so if the shareholder notifies the company no later than the date specified in the notice convening the meeting. This date must not fall on a Sunday or any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, nor earlier than five business days prior to the meeting. Shareholders may only be accompanied by assistants at the shareholders' meeting if they have notified the company of the number of assistants (no more than two) by the date specified in the preceding paragraph.
9 § Business at shareholders' meetings
The following business shall be addressed at annual shareholders' meetings:
- Election of a chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting was duly convened;
- Submission of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report for the group;
- Resolutions regarding:
a. adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
b. a llocation of the company's profits or losses in accordance with the adopted balance sheet;
c. discharge of the members of the board of directors and the managing director from liability;
- Determination of the number of members and deputy members of the board of directors to be elected by the shareholders' meeting and, the number of auditors and deputy auditors;
- Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors;
- Election of auditors and, where applicable, deputy auditors;
- Other matters, which should be resolved by the shareholders' meeting according to the Swedish Companies Act or the company's articles of association.
10 § Financial year
The company's financial year shall be the calendar year.
11 § Place for general meetings
General meetings shall be held in Ängelholm, Solna or Stockholm.
12 § VPC company
The company's share shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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