Articles of Association
Articles of Association for Arlandastad Group AB (publ) (corporate ID no. 556694-0978)
1. Company name
The company’s name is Arlandastad Group AB (publ). The company is publicly traded.
2. Registered office
The Board has its registered office in Stockholm, Sweden.
3. Purpose of the company
The purpose of the company’s operations is to own, manage and conduct trade in real estate, as well as properties and related activities.
4. Share capital
Share capital is to amount to a minimum of SEK 512,587.008 and a maximum of SEK 2,050,348.032.
5. Number of shares
There are to be a minimum of 56,954,112 and a maximum of 227,816,448 shares.
6. Financial year
The company’s financial year is to be 1 January–31 December.
7. Board of directors
The Board is to consist of a minimum of one (1) board member and a maximum of ten (10) board members with a maximum of five (5) deputy board members. Board members and deputies are elected each year at the General Meeting for the period until the end of the next General Meeting. If the Board consists of one (1) or two (2) board members, at least one (1) deputy board member must be elected.
The company must have a minimum of one (1) and a maximum of two (2) auditors, with or without deputies.
9. Matters at the General Meeting
The General Meeting is to discuss the following matters:
1. Election of the meeting chair;
2. Establishment and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two verifiers of the minutes;
5. Assessment of whether the meeting was correctly convened;
6. Presentation of the annual financial statement, auditor’s report and, when necessary, the consolidated account and group auditor’s report;
7. Decisions on
a) adoption of the financial statement and balance statement and, when relevant, the group financial statement and the group balance statement;
b) allocation of the company’s profits or losses in accordance with the balance sheet;
c) whether to discharge the board members and CEO of responsibility.
8. Adoption of remuneration for the Board and auditors;
9. Adoption of the number of board directors and, when required, the number of auditors and deputy auditors;
10. Election of board directors, deputy board directors and auditors and deputy auditors; and
11. Other issues that arise at the meeting in accordance with the Companies Act (2005:551) or the Articles of Association.
10. Notice of the General Meeting
Notice of the General Meeting is given by advertising in Post- och Inrikes Tidningar and posting the notice on the company’s website. An advertisement in the daily newspaper Svenska Dagbladet announces that the notice has been published.
11. Registration and participation in the General Meeting
To be allowed to participate in the General Meeting, shareholders must register with the company no later than the date specified in the notice convening the meeting, in which case the number of representatives must be stated (maximum two). This date may not be a Sunday, a public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the General Meeting.
12. 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 Companies Act (2005:551). Prior to a general meeting, the Board may decide that the shareholders may exercise their voting rights by postal voting before the General Meeting in accordance with what is stated in Chapter 7, section 4a of the Companies Act (2005:551).
Before a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the Annual General Meeting in accordance with what is stated in Chapter 7. 4 a § the Companies Act (2005: 551).
13. Reconciliation register
The shareholder or administrator who, on the record date, is entered in the share register and recorded in a record register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) and who is recorded in a record account in accordance with Chapter 4, section 18, first 1, 6–8 of the act is to be assumed to be authorised to exercise those rights that follow from Chapter 4, section 39 of the Companies Act (2005:551).