Set forth below is an English language translation of the articles of association of the Company, adopted at the extraordinary general meeting to be held on 8 December 2021.
§ 1 Company name
The name of the company is Norva24 Group AB (publ). The company is a public company (publ).
§ 2 Registered office of the company
The registered office of the company is situated in Stockholm.
§ 3 Objects of the company
The object of the company’s business is to own and manage real property, chattels and securities, either directly or through subsidiaries, provide services to subsidiaries in relation to administration, management, legal services, marketing services and investment activities within the Nordic Region and other ancillary activities, including, consultancy services in relation to real property and chattels to other Nordic companies and ancillary activities.
§ 4 Share capital and number of shares
The share capital shall be not less than SEK 608,246 and not more than SEK 2,432,984. The number of shares shall be not less than 182,474,021 and not more than 729,896,084.
§ 5 Board of directors and company auditors
The board of directors shall consist of 3–10 members with no deputy directors.
The company shall have 1–2 auditors, with not more than 2 deputy auditors, or a registered auditing company.
§ 6 Place for and notice to general meeting
General meetings shall be held in Stockholm.
Notice convening a general meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be published in Dagens Industri that notice convening a general meeting has been made. Shareholders that wish to participate shall notify the company of their intention to participate by the date specified in the notice convening the meeting. The last-mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
At a general meeting, shareholders may be accompanied by not more than two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.
§ 7 Voting by mail and collection of power of attorneys
The Board of Directors shall be authorized to allow shareholders to vote by mail prior to a general meeting. Mail voting may be made by electronic means if the Board of Directors so decides.
The Board of Directors has the right to collect power of attorneys pursuant to the procedure in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)).
§ 8 Opening of general meeting
The chairman of the board of directors or a person appointed by the board of directors for this purpose opens the general meeting and presides over the proceedings until a chairman of the meeting is elected.
§ 9 Annual general meeting
The annual general meeting is held each year within six months of the end of the financial year.
The following matters shall be addressed at the annual general meeting:
(1) Election of Chairman at the meeting;
(2) Preparation and approval of the voting register;
(3) Approval of the agenda;
(4) Election of one or two persons to attest the minutes, where applicable;
(5) Determination as to whether the meeting was duly convened;
(6) Presentation of the annual report and auditors’ report and, where applicable, the consolidated annual report and auditors’ report for the group;
(7) Resolutions regarding
(a) the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet;
(b) allocation of the company’s profit or loss according to the adopted balance sheet; and
(c) discharge from liability of the board members and of the managing director.
(8) Determination of fees for the Board of Directors and to the auditors;
(9) Election of the board of directors and accounting firm or auditors; and
(10) Any other business incumbent on the meeting according to the Companies Act or the articles of association.
§ 10 Financial year
The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.
§ 11 CSD company
The shares of the company shall be registered in a securities register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).