Articles of association
1 § Company Name
The Company’s name is Platzer Fastigheter Holding AB (publ).
2 § Registered Office
The Company’s registered office is in Gothenburg, Sweden.
3 § Business objectives
The Company’s business objectives are, either directly or through wholly or partly owned subsidiaries, to acquire, own, manage, develop and sell fixed property and securities as well as to carry out related business activities.
4 § Share capital and stock strike
Share capit al amounts to a minimum of SEK 5,000,000 and a maximum of SEK 20,000,000. Shares can be divided into Class A and Class B shares. Each Class A share conveys 10 votes and each Class B share conveys 1 vote. Class A shares may be issued up to a maximum number of 200,000,000 and Class B shares to a maximum number of 200,000,000. In event of new issues of Class A and Class B shares that are not happening against payment with capital paid in kind, the owners of Class A and Class B shares shall have preferential ri ghts to subscribe for new shares of the same class in proportion to the number of shares the owner holds (primary preferential right). Shares which are not subscribed for through primary preferential rights shall be offered to all shareholders for subscrip tion (subsidiary preferential right). If the number of shares available for subscription under the subsidiary preferential right is insufficient, the shares shall be allocated in proportion to the number of shares already owned or, to the extent that this is not possible, by a ballot. In event of a new issue of only Class A or Class B shares not happening against payment with capital paid in kind, all shareholders, regardless of whether their shares are Class A or Class B, shall have a preferential right to subscribe for new shares in proportion to the number of shares the owner holds. In event of issues of warrants and convertibles not happening against payment with capital paid in kind, the owners of Class A and Class B shares shall have preferential right s in a way that corresponds to the second and third paragraphs above. The above provisions shall not in any way imply a limitation on the possibility to decide whether the issue shall deviate from the shareholders’ preferential rights.
5 § Number of shares
The number of shares in the Company shall amount to a minimum of 50,000,000 and a maximum of 200,000,000.
6 § Share Register
The Company’s shares must be registered in a reconciliation register in accordance with the Act (1998: 1479) on central securities depositories and accounting of financial instruments.
7 § Financial
The Company’s financial year shall correspond to the calendar year, January 1 – December 31.
8 § Board of Directors
The board shall consist of a minimun of 4 and a maximun of 9 members without deputies.
9 § Auditors
One or two auditors with a maximum of two deputies or a registered auditing company shall be elected.
10 § Notification of General Meetings
Notice of General Meetings shall be announced in the Post - och Inrikes Tidningar (Post and Domestic Times) and by keeping the notice available on the Company’s website. An announcement should at the same time be published in Svenska Dagbladet to state that such notice has been given.
11 § Application to participate in General Meetings
A shareholder who wishes to participate in a General Meeting must apply to the Company by no later than 16.00 hrs. on the date specified in the meeting notice. This date may not fall on a Saturday or Sunday, another public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve, and must be no earlier than five working days before the General Meeting.
Shareholders may bring assistants to the Annual General Meeting if he or she notifies the number of assistants (maximum two) to the company in accordance with the procedure that applies to shareholders' registration to the Annual General Meeting.
12§ General Meetings
At the Annual General Meeting, the following matters shall be considered:
1. Election of a Chairman of the Meeting;
2. Preparation and approval of the electoral register;
3. Approval of the agenda;
4. Election of two persons to verify the minutes;
5. Determination of whether the Meeting has been duly convened;
6. Presentation of the annual accounts and auditors’ report and, where appropriate, the consolidated accounts and the consolidated audit report;
7. Resolution concerning adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
8. Resolution concerning allocation of the Company’s profit or loss in accordance with the adopted balance sheet;
9. Resolution concerning discharge from liability for board members and CEO;
10. Adoption of the number of board members and deputies and deputy auditors;
11. Determination of fees for board members and auditors
12. Election of board members, chairman of the board, auditors and deputy auditors
13. Decision on principles for the appointment of the Nomination Committee
14. Any other matters to be considered at the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
13§ Collection of proxies and postal voting
The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005: 551).
14§ Conversion clause for Class A shares
At the request of the shareholder, Class A shares may be converted into Class B shares. Such request shall be made in writing to the Company, stating the number of shares to be converted. Class A shares shall be converted to Class B shares if no Class A shareholder acquires the shares offered for pre - emption in ac cordance with section 14 below. The conversion shall thereafter be registered with the Swedish Companies Registration Office without delay and becomes effective upon registration and when a note is made in the CSD register.
15 § Pre-emption clause for Class
A shares If a Class A share has been transferred to a person who has not previously been an owner of Class A shares in the company, otherwise than through an internal transfer within the group or by way of an assignment to a legal entity that includes the name Länsförsäkringar, the other owners of Class A shares have the right to redeem the share. New owners of Class A shares shall immediately provide notification of the share transfer to the board in the way prescribed in the Swedish Companies Act (pre - em ption). Redemption may not be made for a smaller number of shares than is covered under the pre - emption.
The board shall, as soon as it receives information from either the new owner or Euroclear AB about a transfer of ownership, immediately provide notifi cation about the pre - emption offer to all parties with a right of redemption who have a known postal address. The notice shall provide information about the time within which the redemption claim must be made. In the event the board receives its informatio n from Euroclear AB, the board shall also notify the new owner of its pre - emption obligation in regard to Class A shares.
The redemption claim must be made within two (2) months from a correct pre - emption in accordance with the above. If a redemption claim is made by more than one party with a right of redemption, all the shares shall as far as possible be allocated to such parties in proportion to their existing holdings of Class A shares in the Company. The board shall allocate the remaining shares by bal lot.
If shares have been transferred by sale, the redemption price shall equal the purchase price. No other terms and conditions shall apply for redemptions.
If no Class A shareholders redeem the share offered for pre - emption, the share shall be converted to a Class B share, after which the person who made the pre - emption offer shall be registered as the owner in the Company’s share register.
If the purchaser and the person who has requested to redeem the shares do not reach agreement on the question of red emption, the person who has requested the redemption can take action within two (2) months from the day when the redemption claim was submitted to the board. The dispute shall be settled by an arbitrator.
The redemption price shall be paid within one (1) m onth from the time the redemption price was settled
16 § Redemption reservation and conversion reservation regarding C shares
During the period 1 - 31 August each year, the company decides to reduce the share capital through the redemption of Class C shares, up to the entire number of outstanding Class C shares. When deciding on redemption, holders of series C shares shall be obliged to have the number of C shares decided by the company redeemed, up to all the holder's series C shares, for a redemption amount per share corresponding to the quota value. Payment of the redemption amount shall take place as soon as possible.
Series C shares, which are held by the company itself, must be converted into B shares by decision of the company. The conversion must then be reported without delay for registration with the Swedish Companies Registration Office and is carried out when registration has taken place and a note has been made in the reconciliation register.