Articles of Association of Intea Fastigheter AB (publ), adopted at the Extraordinary General Meeting held on 30 September 2021.
1 Name of the Company
The name of the Company is Intea Fastigheter AB (publ).
2 Registered office
The Company's Board of Directors shall have its registered office in the Municipality of Stockholm.
The object of the Company's business is the acquisition, management and sale of real and movable property, directly or indirectly through subsidiaries, the provision of intra-Group services and related activities.
4 Financial year
The financial year of the Company shall be the calendar year.
5 Share capital
The Company's share capital shall be no less than SEK 20,000,000 and no more than SEK 80,000,000.
The number of shares shall be no less than 180,000,000 and no more than 720,000,000. Three types of shares may be issued: ordinary shares of Class A, B and D.
Class A ordinary shares and Class B ordinary shares may be issued up to a maximum aggregate amount of 100 percent of the share capital and Class D ordinary shares may be issued up to a maximum aggregate amount of 50 percent of the share capital.
Class A ordinary shares carry one (1) vote. Class B and D ordinary shares carry one-tenth (1/10) of a vote.
6.1 Dividends on ordinary shares
All ordinary shares shall be entitled to dividends without preferential rights among them.
If a dividend, or other form of value transfer, is approved, the following shall apply:
(i) Class A and Class B ordinary shares are entitled to the same value transfer per share.
(ii) Class D ordinary shares are entitled to five (5) times the aggregate value transfer for the Class A and Class B ordinary shares, but no more than 2 (two) Swedish kronor (SEK) per share per year. The transfer of value for Class D ordinary shares shall be effected only by way of cash dividend.
If the dividend per Class D ordinary share is less than two (2) Swedish kronor, the dividend limit of two (2) Swedish kronor shall be raised so that the amount by which the dividend has fallen below two (2) Swedish kronor per year may be distributed at a later date if sufficient dividends on the ordinary shares are declared, after which the dividend limit shall revert to two (2) Swedish kronor.
Payment of dividends in respect of Class A and Class B ordinary shares shall be made in either one (1) payment or in four (4) equal instalments for which the record date shall be the last working day of June, September, December and March.
Payment of dividends in respect of the Class D ordinary share shall be made in four (4) equal instalments. The record dates for the payment of dividends shall be the last working day of June, September, December and March.
6.2 Dissolution of the Company
In the event of dissolution of the Company, the retained assets of the company shall be distributed as follows:
(i) Up to an amount equal to the Ceiling Amount (as defined below), Class A and Class B ordinary shares shall be entitled to payment of half of the amount (equally divided among each of such shares) and Class D ordinary shares shall be entitled to payment of the other half of the amount (equally divided among each of such shares). Class D ordinary shares shall not otherwise carry any right to a share of the Company's retained assets. The Ceiling Amount is calculated as: SEK 33 multiplied by the number of Class D ordinary shares in the Company at the time of the decision to dissolve the Company, multiplied by two (2).
(ii) In the event that the Company's retained assets exceed the Ceiling Amount, the excess shall be distributed equally among each of the Class A and Class B Common Shares.
6.3 Share issues
In the case of a new issue of shares for cash or by set-off, the shareholders shall have a preferential right to the new shares in such a way that each old share shall give a preferential right to a new share of the same class, that shares not subscribed for by the shareholders entitled in the first instance shall be offered to all holders of shares and that, if not all the shares subscribed for by reason of the latter offer can be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously held and, to the extent that this cannot be done, by drawing lots.
In the case of a new issue of shares against cash payment or by set-off of only one class of shares, the shareholders shall have preferential rights to the new shares in proportion to the number of shares they previously held.
In the case of an issue of warrants or convertible bonds for cash or by set-off, the shareholders shall have a preferential right to subscribe for warrants as if the issue concerned the new shares which may be subscribed for by virtue of the option right and a preferential right to subscribe for convertible bonds as if the issue concerned the shares for which the convertible bonds may be exchanged.
The foregoing shall not restrict the possibility to resolve on the issue of shares, warrants or convertibles with derogation from the shareholders' pre-emptive rights.
The share capital may be increased by means of a bonus issue only through the issue of Class A and Class B ordinary shares. The ratio between the Class A and Class B ordinary shares issued through the bonus issue and the Class A and Class B ordinary shares already issued shall remain unchanged. The bonus shares shall be distributed among the holders of ordinary shares in proportion to the number of ordinary shares of the same class previously held by them. The foregoing shall not limit the possibility of issuing shares of a new class by way of a bonus issue, subject to the necessary amendment of the Articles of Association.
6.4 Conversion clause
Class A ordinary shares shall be converted into Class B ordinary shares at the request of the holders of such shares. Any request for conversion, which shall be in writing and shall specify the number of Class A ordinary shares to be converted into Class B ordinary shares and, if the request does not comprise the entire holding, the Class A ordinary shares to which the conversion relates, shall be made to the Board of Directors. The Company must notify the conversion to the Swedish Companies Registration Office without delay, for registration in the Companies Register. The conversion is completed when registration has been effected and has been entered in the securities register.
7 Board of Directors
The Board of Directors of the Company shall consist of not less than three (3) and not more than nine (9) directors, with no deputies.
The Company shall have one auditor with a maximum of one deputy auditor. The auditor and, where applicable, the deputy auditor shall be an authorised auditor or a registered auditing firm.
9 Notice of General Meetings
Notice of general meetings shall be served by advertisement in Post- och Inrikes Tidningar and by making the notice available on the Company's website. That notice has been given shall be published in Dagens Nyheter.
Shareholders wishing to attend the general meeting must notify the company by no later than the date specified in the notice of the general meeting. That day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than five working day before the general meeting.
A shareholder may bring one or two assistants to a general meeting, but only if the shareholder has given notice in accordance with the preceding paragraph.
10 Annual General Meeting
The annual general meeting shall be held annually within six (6) months of the end of the financial year. The following items shall be discussed at the annual general meeting:
- Election of the Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two members to check the minutes.
- Examination of whether the meeting has been duly convened.
- Presentation of the annual accounts and the audit report and, where appropriate, the consolidated accounts and audit report on the consolidated accounts.
(a) on adoption of the profit and loss account and the balance sheet and, where appropriate, the consolidated profit and loss account and the consolidated balance sheet;
(b) on appropriation of the Company's profit or loss as shown in the balance sheet adopted;
(c) on discharge from liability to the Company of the members of the Board of Directors and the Chief Executive Officer.
- Determination of the remuneration of the members of the Board of Directors and the auditor.
- Determination of the number of directors, auditors and deputy auditors.
- Election of the members of the Board of Directors and the auditor and any deputy auditors.
- Other matters that fall to the meeting under the Swedish Companies Act or the Company’s Articles of Association.
11 Registration clause
The Company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).