Governance

1 § NAME
The company’s name is Bravida Holding AB (publ). The company is public.

2 § REGISTERED OFFICE
The registered head office of the company is in the municipality of Stockholm in Stockholm county.

3 § OBJECT OF THE COMPANY’S BUSINESS
The object of the company’s business is to, directly or indirectly, own and manage real property and chattels and to, directly or indirectly, conduct contract and service operations within the installation sector, conduct real estate business, conduct consultancy operations within the same business areas and to carry on other activities compatible therewith. The company shall also coordinate the business conducted by the company’s subsidiaries and/or other group or affiliated companies and conduct other activities compatible therewith.

4 § SHARE CAPITAL AND SHARES
The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000. The company shall have not less than 200,000,000 shares and not more than 800,000,000 shares.

Shares may be issued in two classes, ordinary shares and Class C shares. The ordinary shares shall carry one vote each and the Class C shares shall carry one tenth vote each. Shares of either class may be issued up to an amount corresponding to the entire share capital.

Class C shares do not entitle to dividends. Upon the company’s liquidation, Class C shares carry equivalent right to the company’s assets as other shares, however not to an amount exceeding the quota of the share.

Should the company resolve on an issue of new ordinary shares and Class C shares, against other payment than contribution in kind, each holder of ordinary shares and Class C shares has preferential rights to subscribe for new shares of the same class in proportion to the number of old shares held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered for subscription to all shareholders in the company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be disturbed among the subscribers in proportion to the number of shares already held, or, to the extent that this is not possible, by lot.

Should the company resolve on an issue of new shares solely of ordinary shares or Class C shares, against other payment than contribution in kind, all shareholders, irrespective of which class of shares held, are entitled to preferential rights to subscribe for new shares in proportion to the number of shares previously held.

The stipulations above regarding preferential rights shall apply mutatis mutandis for new issues of warrants and convertible debentures, and shall not limit the possibility to resolve on an issue in with deviation from the shareholders’ pre-emption rights.

If the share capital is increased by a bonus issue, where new shares are issued, new shares shall be issued in relation to the number of shares of the same classes already held. In such cases, old shares of a specific class shall entitle to new shares of the same class. Following a requisite amendment of the articles of association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.

Reduction of the share capital, however not below the minimum share capital, may, upon request by a holder of Class C shares or as resolved by the company’s board of directors or general meeting, be made by redemption of Class C shares. A request from a holder of Class C shares shall be made in writing. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s equity reserves, if required funds are available. The redemption payment per Class C share shall correspond to the quota value of the share.

Following notice of the redemption resolution, holders of shares shall promptly receive payment for the share, or, if authorization from the Swedish Companies Registration Office or a court is required, following notice that the final decision has been registered.

Class C shares held by the company, may upon decision of the board of directors be reclassified into ordinary shares. Immediately thereafter, the board of directors shall report the reclassification to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration. The reclassification is effected then it has been registered and the reclassification been noted in the Swedish Central Securities Depository.

6 § BOARD OF DIRECTORS
The board of directors shall consist of three to ten members with a maximum of five deputy members. The directors and the deputy members are appointed at the annual shareholders’ meeting and serve until the closing of the next annual shareholders’ meeting.

7 § AUDITOR
The company shall have one or two auditors and not more than two deputy auditors or a registered auditing company.

8 § NOTICE OF SHAREHOLDERS’ MEETING
Notices of shareholders’ meetings shall be published by publication in the Swedish Official Gazette and shall be made 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 Svenska Dagbladet.

9 § PARTICIPATION IN SHAREHOLDERS’ MEETINGS
Shareholders who wish to participate in a shareholders’ meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The date stipulated in the notice convening the shareholders’ meeting must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.

10 § BUSINESS AT SHAREHOLDERS’ MEETINGS
The following business shall be addressed at annual shareholders’
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, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. Resolutions regarding:
    a) adoption of the income statement and the balance
    sheet and, when applicable, the consolidated income
    statement and the consolidated balance sheet;
    b) allocation of the company’s profits or losses in accordance
    with the adopted balance sheet;
    c) discharge of the members of the board of directors and
    the managing director from liability;
  8. Determination of the number of members and deputy members of the board of directors to be elected by the shareholders’ meeting and, where applicable, the number of auditors and 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
  11. Election, where applicable, of auditors and deputy auditors;and
  12. Other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies
    Act or the company’s articles of association. 

11 § FINANCIAL YEAR
The company’s financial year shall be the calendar year.

12 § EUROCLEAR COMPANY
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).