Articles of Association

Section 1 Business name
The company’s business name shall be Hemfosa Fastigheter AB. The company shall be public (publ).

Section 2 Purpose
The company’s purpose shall consist in, directly or indirectly, owning and managing properties and property-related assets and in carrying on compatible activities.

Section 3 Registered office
The company’s registered office shall be in Nacka municipality, Sweden.

Section 4 Share capital
The company’s share capital shall comprise a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000.

Section 5 Number of shares etc.
The minimum number of shares in the company shall be 100,000,000 and the maximum number shall be 400,000,000.

Shares shall be able to be issued in two classes: ordinary and preference shares. Each ordinary share carries an entitlement to one (1) vote. Each preference share carries an entitlement to one-tenth (1/10) of a vote. Ordinary shares and preference shares may be issued to an amount equivalent to a maximum of 100% of the share capital.

Section 6 Dividends
The preference shares carry a preferential right to dividends.
If the general meeting approves payment of a dividend, the preference shares carry a preferential right over the ordinary shares to dividends, as set out below.

Calculation of Preference Dividend
The preference shares shall carry a preferential right over the ordinary shares to an annual dividend of ten (10) Swedish kronor per preference share with quarterly disbursement of two kronor fifty (2.50) per preference share (“Preference Dividend”), subject to record days as set out below. 

Payment of dividends
Payment of dividends on preference shares shall be made quarterly in Swedish kronor on the next disbursement date after the preference shares have been registered with the Swedish Companies Registration Office. Record days for dividends on preference shares shall be 10 January, 10 April, 10 July and 10 October. If such a date is not a banking day, the record day shall be the nearest preceding banking day. Payment of dividends on preference shares shall be made on the third banking day after the record day. “Banking day” refers to days that are not Sundays, general public holidays or days that are considered equivalent to general public holidays for payment of promissory notes (such equivalent days at the time of adoption of the present Articles of Association are Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve). 

Calculation of Available Amount
If no dividend has been granted on preference shares, or only a dividend of less than the Preference Dividend, the preference shares shall carry an entitlement, in addition to future Preference Dividends, to receive an amount, distributed equally to each preference share, equivalent to the difference between what would have been paid out in accordance with the above and the actual amount paid (“Available Amount”) before any dividend may be paid to holders of ordinary shares. The “Available Amount” shall be increased by a factor equivalent to an annual rate of interest of ten (10) per cent, calculated starting from the quarterly date on which payment of part of the dividend was made (or would have been made, if no dividend has been paid at all). Payment of a dividend comprising the Available Amount is also subject to the approval of the general meeting.

Recalculation in connection with certain corporate actions
If the number of preference shares is changed as a result of merger, demerger or other similar corporate action, the amounts to which the preference share carries an entitlement pursuant to sections 6-8 of the present Articles of Association shall be recalculated to reflect this change.

Miscellaneous
The preference shares shall otherwise not carry any right to a dividend.

Section 7 Redemption of preference shares

The share capital may be reduced, but not to less than the minimum capital, by redemption of a certain number or all of the preference shares following a resolution by the general meeting.

The distribution of which preference shares shall be redeemed shall be made pro rata based on the number of preference shares that each preference shareholder owns at the time of the general meeting’s resolution on redemption. If this does not result in an even distribution, the Board of Directors shall decide on the distribution of excess preference shares to be redeemed. If the decision is approved by all holders of preferences shares, the general meeting may, however, decide which preference shares are to be redeemed.

The redemption price for each redeemed preference share shall be an amount calculated as follows:

  1. Until the fifth anniversary of the first issue of preference shares (the “Initial Issue”), an amount of SEK 211.25 plus any Available Amount increased by an amount equivalent to the annual rate of interest pursuant to Section 6 above. The redemption price for each redeemed preference share shall, however, never be less than the share’s quotient value.
  2. From the fifth until the tenth anniversary of the Initial Issue, an amount of SEK 195.00 plus any Available Amount increased by an amount equivalent to the annual rate of interest pursuant to Section 6 above. The redemption price for each redeemed preference share shall, however, never be less than the share’s quotient value.

iii. From the tenth anniversary of the Initial Issue and thereafter, an amount of SEK 178.75 plus any Available Amount increased by an amount equivalent to the annual rate of interest pursuant to Section 6 above. The redemption price for each redeemed preference share shall, however, never be less than the share’s quotient value.

With effect from the date when the redemption price as above fell due for payment, all calculation of interest thereon ceases.

Section 8 Dissolution of the company
If the company is dissolved, preference shares shall carry a preferential right over ordinary shares to receive, from the company’s assets, an amount per preference share of SEK 211.25 plus any Available Amount increased by annual interest pursuant to Section 6 above, before any distribution is made to holders of ordinary shares. Preference shares shall otherwise not carry any right to a share of any distribution.

Section 9 The shareholder’s preferential right
If the company decides to issue new shares of different classes, via a cash issue or offset issue, holders of ordinary shares and preference shares shall have a preferential right to subscribe for new shares of the same share class in proportion to the number of shares of the same class that they own beforehand (primary preferential right). Shares that are not taken up by virtue of primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered thus is not sufficient for subscription by virtue of subsidiary preferential right, the shares shall be allocated among the subscribers in proportion to the total number of shares they own in the company beforehand, irrespective of whether their shares are ordinary or preference shares. Where this is not possible with regard to a certain share/certain shares, the allocation shall be made by drawing lots.

If the company decides to issue shares of only one class, via a cash issue or offset issue, holders of shares of the class being issued have a preferential right to subscribe for new shares in proportion to the number of shares of the same class that they own beforehand (primary preferential right). Shares that are not taken up by virtue of primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered thus is not sufficient for subscription by virtue of subsidiary preferential right, the shares shall be allocated among the subscribers in proportion to the total number of shares they own in the company beforehand, irrespective of whether their shares are ordinary or preference shares. Where this is not possible with regard to a certain share/certain shares, the allocation shall be made by drawing lots.

If the company decides to issue share warrants or convertibles via a cash issue or offset issue, the shareholders shall have a preferential right to subscribe for share warrants as if the issue related to the new shares that may be subscribed for based on the share warrants or a preferential right to subscribe for convertibles as if the issue related to the shares for which the convertibles may be exchanged.

The above shall not restrict the possibility to approve a cash issue or offset issue with deviation from preferential rights for shareholders.

A capital increase by means of a bonus issue involving issue of shares may only comprise ordinary shares. This means that only holders of ordinary shares have a preferential right to the new ordinary shares, allocated according to the number of ordinary shares they own beforehand. This shall not restrict the possibility to issue shares of a new class by means of a bonus issue, subject to the required change to the Articles of Association.

Section 10 Board of Directors
The Board of Directors shall comprise a minimum of four and a maximum of ten members. The board members shall be elected each year at the company’s annual general meeting for the period until its next annual general meeting has taken place.

Section 11 Auditor
The company shall have one or two auditors with or without deputy auditors. The auditors shall audit the company’s financial statements and book-keeping, and the Board’s and CEO’s administration. If the company is a parent company, the auditors shall also audit the consolidated financial statements and the group companies’ inter-relationships.

Section 12 Notice of meeting
Notice of general meetings shall be published in the Swedish Official Gazette and on the company’s website. An announcement to this effect shall appear in the Swedish daily paper Svenska Dagbladet. If Svenska Dagbladet should cease to be a national paper, such announcement shall instead be placed in the paper Dagens Nyheter. Notice of company meetings shall be given within the timeframe set out in the Swedish Companies Act (2005:551).

Shareholders who wish to attend the general meeting shall be included in a printout or other summary of the full shareholders’ register, depending on the circumstances, five working days before the meeting, and register with the company no later than the day specified in the meeting notice. The latter date may not be a Sunday, other general public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth working day before the meeting.

Section 13 General meeting
General meetings may be held in the place where the company has its registered office or in Stockholm.

An annual general meeting shall be held each year within six months of the end of the preceding financial year. The following items shall be discussed at the annual general meeting:

  1. Election of meeting chairperson
  2. Drawing up and approval of voting list
  3. Election of one or two persons to verify the minutes
  4. Consideration of whether the meeting has been called correctly
  5. Approval of agenda
  6. Submission of the financial statements and auditor’s report and, where appropriate, the consolidated financial statements and group auditor’s report.
  7. Resolutions on
    a. adoption of the income statement and balance sheet and, where appropriate, the consolidated statement of profit/loss and other comprehensive income and consolidated statement of financial position,
  1. allocations relating to the company’s profit in accordance with the adopted balance sheet, and
  2. discharge from liability for members of the Board of Directors and the CEO, if relevant.
  1. Adoption of fees for the Board of Directors and auditor
  2. Election of Board of Directors and, where appropriate, auditor and any deputy auditors
  3. Any other business appropriate to the meeting pursuant to the Swedish Companies Act or the Articles of Association.

Section 14 Financial year
The company’s financial year shall be 1 January – 31 December.

Section 15 Record day provision
The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Act (1998:1479).

The shareholder or nominee entered in the shareholder’s register on the record day and included in a central securities depository register pursuant to chapter 4 of the Financial Instruments Act (1998:1479), or in a control account pursuant to chapter 4, section 18.1.6-8 of the specified act, shall be assumed to be authorised to exercise the rights ensuing from chapter 4, section 39 of the Swedish Companies Act (2005:551).

 

Articles of Association adopted at the Annual General Meeting on 7 May 2015.