Articles of association
The following articles of association were adopted at an extraordinary general meeting of the company on 6 September 2021.
Corporate registration number: 559223-8694
§ 1 BUSINESS NAME
The business name of the company is Storskogen Group AB (publ).
§ 2 REGISTERED OFFICE
The company shall have its registered office in Stockholm municipality.
§ 3 OBJECTS OF THE COMPANY
The company shall conduct business development and organisa-tional consultation as well as own and manage real and movable property, such as shares, participation rights and other securities, as well as conduct other activities compatible therewith.
§ 4 SHARE CAPITAL
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
§ 5 NUMBER OF SHARES
The number or shares shall be not less than 1,000,000,000 and not more than 4,000,000,000.
§ 6 THE SHARES
The company may issue shares of series A and shares of series B. Each series of shares may be issued to the total amount of the share capital.
§ 7 VOTES
Each share of series B shall entitle to one vote. Each share of series A shall entitle to ten votes.
§ 8 THE BOARD OF DIRECTORS
The board of directors of the company shall consist of not less than three and not more than ten directors, without deputy directors.
§ 9 AUDITORS
An auditor or a registered public accounting firm shall be appointed to review the company’s annual report together with the accounts as well as the board of directors’ and the CEO’s management of the company.
§ 10 DIVIDENDS
Each share of series A and share of series B shall carry equal rights to the company’s assets and profits.
§ 11 CONVERSION OF SHARES OF SERIES A TO SHARES OF SERIES B
Owners of shares of series A shall, upon written request to the company, be entitled have one or several shares of series A converted to the equal number of shares of series B. The conversion referred to above shall thereafter, without any delays, be reported for registration with the Swedish Companies Registration Office and is executed when registration has taken place and been entered in the CSD register.
§ 12 PREFERENTIAL RIGHTS IN CONJUNCTION WITH NEW ISSUES ETC.
In the event of an increase of the company’s share capital through a cash issue or a set-off issue, where new shares of series A and series B are issued, each series of shares shall have preferential rights to new shares of the same series and in relation to the previous holding. The other series of shares shall have a secondary right to subscribe for the part of the issue that is not subscribed for by shareholders who have preferential rights. In the event of over-subscription, the distribution shall take place in relation to previous shareholdings and thereafter, if necessary, by drawing lots.
In the event of a bonus issue, new shares of the respective series of shares shall be issued in relation to the existing number of shares of each series. Thereby, the old shares shall give preferential rights to new shares of the same series in relation to their respective share of the share capital.
If the company decides to issue shares of only one series of shares through a cash issue or set-off issue, all shareholders, regardless of series of shares, shall have preferential rights to subscribe for new shares in relation to the number of shares previously owned.
If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders have preferential rights to subscribe for warrants as if the issue concerned the shares that may be subscribed for by exercise of the warrants and the preferential rights to subscribe for convertibles as if the issue concerned the shares that the convertibles may be converted to, respectively.
The above shall not entail any limitation in the possibility to resolve upon a cash issue or set-off issue with deviation from the shareholders’ preferential rights.
§ 13 NOTICE
Notices to attend general meetings shall be made by publication in the Swedish Official Gazette and by making the notice available on the company’s website. The company shall advertise in Dagens Industri that notice has been made.
§ 14 RIGHT TO ATTEND THE GENERAL MEETING
In order to participate at a general meeting, shareholders must give notice of attendance to the company not later than the date specified in the notice convening the general meeting.
The board of directors may resolve that persons not being shareholders of the company shall be entitled to, on the conditions stipulated by the board of directors, attend or in any other manner follow the discussions at a general meeting.
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4 of the Swedish Companies Act.
The board of directors may, before a general meeting, decide that shareholders shall have the right to exercise their voting rights by post in accordance with Chapter 7, Section 4a of the Swedish Companies Act.
§ 15 MATTERS AT THE ANNUAL GENERAL MEETING
At the annual general meeting, the following matters shall be addressed:
- election of a chairman of the general meeting;
- preparation and approval of the voting list;
- election of one or two persons to verify the minutes;
- determination whether the general meeting has been duly convened;
- approval of the agenda;
- submission of the annual report and the auditor’s report and, where applicable, the consolidated financial state-ments and the auditor’s report for the group;
- resolutions on
- adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;
- allocation of the company’s profit or loss according to the adopted balance sheet; and
- discharge of liability for the members of the board of directors and the CEO;
- determination of the number of members of the board of directors;
- determination of the fees to be paid to the board of directors and the auditor; and
- election of the board of directors and the auditor.
§ 16 CSD CLAUSE
The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).
§ 17 FINANCIAL YEAR
The company’s financial year shall be the calendar year.