Articles of association

§ 1 Business name

The company’s name is Neobo Fastigheter AB (publ).

§ 2 Registered office of the company

The registered office of the company is situated in Stockholm, Sweden.

§ 3 Objects of the company

The company shall directly or indirectly, through wholly or partly owned companies, acquire, refine, manage, own and sell immoveable property and securities as well as conduct activities related therewith.

§ 4 Share capital

The share capital shall be not less than SEK 752,027,538 and not more than SEK 3,008,110,152.

§ 5 Number of shares

The number of shares in the company shall not be less than 145,400,737 and not more than 581,602,948.

§ 6 Board of directors

The board of directors shall consist of not less than three and not more than ten board members.

§ 7 Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, if applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

§ 8 Notice of general meeting

Notice of general meeting shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Nyheter.

§ 9 Participation in general meeting

A shareholder who wish to participate in a general meeting can only do so if the shareholder notifies the company no later than the date specified in the notice convening the meeting. This date must not fall on a Sunday or any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor earlier than five business days prior to the meeting. A shareholder may only be accompanied by assistants at the general meeting if they have notified the company of the number of assistants (not more than two) by the date specified in the preceding paragraph.

§ 10 Matters at annual general meeting

The following matters shall be addressed at annual general meetings:

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons who shall approve the minutes of the meeting.
5. Determination of whether the meeting was duly convened.
6. Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group.
7. Resolutions regarding:
   1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   2. allocation of the company’s profits or losses in accordance with the adopted balance sheet,
   3. discharge of the members of the board of directors and the chief executive officer from liability.
8. Determination of the number of members of the board of directors and auditors and if applicable, deputy auditors.
9. Determination of fees for members of the board of directors and auditors.
10. Election of the members of the board of directors and auditors.
11. Other matters, which should be resolved by the general meeting according to the Swedish Companies Act (2005:551) or the articles of association.

 

§ 11 Euroclear company

The company’s share shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 12 Collection of power of attorneys and postal voting

The board of directors may collect power of attorneys in accordance with the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting. If the board of directors so resolves, postal voting shall be possible by electronic means.

§ 13 Financial year

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