ARTICLES OF ASSOCIATION
Adopted at the Annual General Meeting on 27 April 2017.
§ 1 Company name
The company’s name is Samhällsbyggnadsbolaget i Norden AB (publ).
§ 2 Board domiciliation
The board of directors is domiciled in the municipality of Stockholm, Stockholm County.
§ 3 Operations
The company shall directly or indirectly own and manage properties and/or shares and conduct operations consistent therewith.
§ 4 Share capital
The share capital shall amount to no less than SEK 70,000,000 and no more than SEK 280,000,000.
§ 5 Shares
The number of shares shall be no fewer than 700,000,000 and no more than 2,800,000,000.
It shall be possible to issue shares in three classes, Ordinary A, Ordinary B and Preference Shares. Ordinary A Shares and Ordinary B Shares are hereinafter jointly called “Ordinary Shares”. Each Ordinary A share entitles the holder to one (1) vote. Each Ordinary B Share and each Preference Share entitles the holder to one tenth (1/10) of a vote. All share classes may be issued to an amount equalling
The Preference Shares carry preferential rights to dividend
If the general meeting of shareholders decides on the distribution of a dividend, the Preference Shares shall carry preferential rights ahead of the Ordinary Shares to dividend, as set out below.
Calculation of the Preference Dividend
The Preference Shares shall carry preferential rights ahead of the Ordinary Shares to an annual dividend in an amount of thirty five Swedish kronor (SEK 35) per Preference Share (the “Preference Dividend”), with quarterly payouts of eight point seventy five Swedish kronor (SEK 8.75) per Preference Share, on the payout dates below.
Dividend for Preference Shares shall be paid out quarterly in arrears in Swedish kronor, with one quarter of the Preference Dividend to be paid out on each payout date. The payout dates for the dividend on Preference Shares shall be 10 January, 10 April, 10 July and 10 October. If any of the aforementioned dates do not fall on a business day, the payout date shall be the immediately preceding business day. A “business day” is a day which is not a Sunday or other public holiday, nor regarded as a public holiday where the payment of debt instruments is concerned (the latter, at the time of adoption of the present articles of association, includes Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve).
Calculation of the Due Amount
If no dividend has been paid on Preference Shares, or if only a dividend below the Preference Dividend has been provided, the Preference Shares shall carry the right, in addition to future Preference Dividend, to receive an amount, evenly distributed across each Preference Share, equalling the difference between what should have been paid out as above, and the actual amount paid out (“Due Amount”) before any dividend may be paid out to holders of Ordinary Shares. The Due Amount shall be increased by a factor equalling an annual interest rate of ten per cent (10%), in which case such an increase shall occur starting from the point in time (quarter) when the partial dividend was paid out (or ought to have been paid out, in cases where no dividend at all was paid out). Distributing the Due Amount as dividend also requires the general meeting of shareholders to decide on dividend distribution.
Conversion in the event of certain company events
In cases where the number of Preference Shares changes through a merger, division or other similar company event, the amounts entitled by the Preference Share shall be converted to reflect this change.
Dissolution of the company
If the company is dissolved, Preference Shares shall carry a preferential right ahead of Ordinary Shares to obtain, out of the company’s assets, an amount per Preference Share equalling what would have been obtained had the shares been redeemed according to the provision below, prior to distribution to holders of Ordinary Shares.
The Preference Shares shall otherwise not carry any right to dividend or share of distributed assets.
Holders of Ordinary A Shares shall have the right, at any time, to request that an Ordinary A Share be converted to an Ordinary B Share. Request for conversion shall be submitted in writing to the board of directors of the company, stating how many Ordinary A Shares the holder wishes to convert and, if conversion does not pertain to the holder’s entire holding of Ordinary A shares, to which of the latter the conversion pertains. The board of directors is obliged, without delay, to file the conversion for registration. The board of directors shall subsequently ensure that requisite registration in the shareholders’ register is done as soon as possible.
Redemption of Preference Shares
A reduction in the share capital, albeit not below the minimum capital level, can occur by means of redeeming a certain number of, or all, Preference Shares following a decision by the general meeting of shareholders by simple majority. The breakdown of which Preference Shares shall be redeemed shall be done on a pro rata basis in relation to the number of Preference Shares owned by each holder of Preference Shares at the time of the redemption decision by the general meeting of shareholders. If the breakdown as above is uneven, the board of directors shall decide on breaking down the surplus Preference Shares to be redeemed. If, however, the decision is approved by all holders of Preference Shares, the general meeting of shareholders can decide which Preference Shares are to be redeemed. The redemption price for each redeemed Preference Share shall be an amount calculated as follows:
(i) Until 5 October 2020, an amount of SEK 750 plus any Due Amount increased by an amount equalling the annual interest rate for the Due Amount as above.(i) Until 5 October 2020, an amount of SEK 750 plus any Due Amount increased by an amount equalling the annual interest rate for the Due Amount as above.
(ii) As of 5 October 2020 until 5 October 2024 inclusive, an amount of SEK 650 plus any Due Amount increased by an amount equalling the annual interest rate for the Due Amount as above.(ii) As of 5 October 2020 until 5 October 2024 inclusive, an amount of SEK 650 plus any Due Amount increased by an amount equalling the annual interest rate for the Due Amount as above.
(iii) As of 5 October 2024 and onwards, an amount of SEK 600 plus any Due Amount increased by an amount equalling the annual interest rate for the Due Amount as above.
As of the date on which the redemption price as above has fallen due for payment, all interest calculation thereon ceases. The redemption price for each redeemed Preference Share shall however never be below the quota value of the share.
Preferential right of shareholders
If the company decides, through a cash issue or a set-off issue, to issue new shares of different classes, holders of Ordinary Shares and Preference Shares shall have a preferential right to subscribe for shares of the same share class in relation to the number of shares of the same class priorly held (primary preferential right). Shares not subscribed for with primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If shares thus offered do not suffice for the subscription that occurs with subsidiary preferential right, the shares shall be distributed between subscribers in relation to the total number of shares they priorly owned in the company, irrespective of whether their shares are Ordinary Shares or Preference Shares. Insofar that this cannot occur for a certain share/certain shares, distribution shall take place through the drawing of lots.
If the company decides, through a cash issue or set-of issue, to only issue Ordinary A shares, Ordinary B shares or Preference Shares, all shareholders, irrespective of whether their shares are Ordinary Shares or Preference Shares, shall have preferential rights to subscribe for new shares in relation to the number of shares priorly held.
If the company decides, through a cash issue or set-off issue, to issue warrants or convertibles, the shareholders shall have a preferential right to subscribe for warrants as if the issue pertained to the shares that could be subject to new subscription by reason of the warrants, or a preferential right to subscribe for convertibles as if the issue pertained to the shares for which the convertibles could be exchanged.
The aforementioned shall not involve any limitation on the possibility to make decisions about a cash issue or set-off issue that deviates from the preferential rights of shareholders.
An increase in share capital through a bonus issue with the issuance of shares may only occur by means of issuing Ordinary A Shares and Ordinary B Shares. In that case, only ordinary shareholders have preferential rights to the new Ordinary Shares, whereupon old shares of a certain ordinary share class carry the right to new shares of the same ordinary share class. That which is described shall not involve any limitation on the possibility, through a bonus issue and following the requisite amendment to the articles of association, of issuing shares of a new class.
§ 6 Board of Directors and auditors
The board of directors consists of 3–10 members and a maximum of 5 deputies.
The company shall have 1–2 auditors and a maximum of 2 deputy auditors or one registered auditing firm.
§ 7 Notice to attend general meetings of shareholders
Notices to attend general meetings of shareholders shall be given by means of an advertisement in the Swedish Official Gazette and on the Company’s website. The fact that notice has been given shall be advertised in Dagens Nyheter.
Notice to attend ordinary general meetings of shareholders and notice to attend extraordinary general meetings of shareholders, at which the matter of amending the articles of association will be addressed, shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued no earlier than six weeks and no later than two weeks prior to the meeting.
Shareholders wishing to participate in the general meeting must be entered in the printout or other presentation of the entire shareholder register with respect to circumstances five weekdays ahead of the meeting, and notify the company no later than the date specified in the notice of the meeting. The aforementioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Day or New Year’s Day, and not occur earlier than the fifth weekday before the general meeting.
§ 8 Opening of the meeting
The chairman of the board or the person designated by the board to that end opens the general meeting and leads negotiations until such time as the chair of the meeting has been elected.
§ 9 Annual General Meeting
The AGM shall be held annually within 6 months from the end of the financial year.
The following matters shall be addressed at the AGM.
1) Election of chairman of the meeting;
2) Preparation and approval of the voting list
3) Approval of the agenda;
4) Election of one or two persons to check the minutes;
5) Determination of whether the meeting was duly convened;
6) Presentation of the submitted annual report and auditor’s report and, where applicable, the consolidated financial statements and consolidated auditor’s report;
a) about the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
b) about appropriations of profit or loss according to the adopted balance sheet,
c) about discharging the board members and CEO from liability;
8) Adoption of board and auditors’ fees;
9) Election of the board of directors and auditing firm or auditors and any deputy auditors;
10 ) Any other business incumbent upon the meeting pursuant to the Companies Act or Articles of Association.
§ 10 Financial year
The company’s financial year shall be 1 January to 31 December.
§ 11 CSD clause
The company’s shares shall be registered in a CSD (central securities depository) register according to the Financial Instruments Accounts Act (1998:1479). Shareholders or custodians who, on the record day, are entered in the shareholders’ register and noted in a CSD register in accordance with Chapter 4 of the Financial Instruments Accounts Act (1998:1479), or persons who are noted in a CSD account according to Chapter 4, section 18, first paragraph, points 6–8 of the aforementioned Act, shall be considered to be authorised to exercise the rights that ensue from Chapter 4, section 39 of the Swedish Companies Act (2005:551).