Articles of association for Bravida Holding AB (publ). Reg. No 556891-5390.
Adopted at the annual shareholders’ meeting on 26 April 2021.
1 § NAME
The company’s business name is Bravida Holding AB (publ). The company is public.
2 § REGISTERED OFFICE
The board of directors’ registered office shall be situated 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 number of shares shall be not less than 200,000,000 and not more than 800,000,000.
Two classes of shares may be issued, 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.
Owners of Class C shares are not entitled 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 value of the share.
If the company resolves to issue new ordinary shares and Class C shares, against payment other than contribution in kind, owners of ordinary shares and Class C shares shall enjoy preferential rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preferential rights). Shares which are not subscribed for pursuant to primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the number of shares thus offered are not sufficient for the subscription on the basis of subsidiary preferential rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.
If the company resolves to issue new shares of either solely ordinary shares or Class C shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are ordinary shares or Class C shares, have preferential rights to subscribe for new shares pro rata to the number of shares previously held to them.
What is set out above with regard to preferential rights shall apply mutatis mutandis in the event of issues of warrants and convertible debentures, and shall not limit the right to resolve upon an issue in with deviation from the shareholders’ preferential rights.
In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.
Reduction of share capital, which in any case shall not fall below the minimum share capital, may, upon the request of an owner of Class C shares and a resolution by the company’s board of directors or the general meeting, take place though redemption of Class C shares. A request from an owner 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 reserve fund, if required funds are available. The redemption amount per Class C share shall correspond to the quota value of such shares.
Following notice of the redemption resolution, holders of shares shall promptly receive payment for the shares, or, if authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) 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 for registration. The reclassification is effected when it has been registered and the reclassification been noted in the Swedish Central Securities Depository.
5 § BOARD OF DIRECTORS
The board of directors shall consist of three to ten members and not more than 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.
6 § AUDITOR
The company shall have one or two auditors and not more than two deputy auditors or a registered auditing company.
7 § 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.
8 § PARTICIPATION IN SHAREHOLDERS’ MEETINGS
A shareholder may participate in a shareholders’ meeting only if the shareholder notifies the company of this 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.
9 § BUSINESS AT SHAREHOLDERS’ MEETINGS
The following business shall be addressed at annual shareholders’ meetings:
- election of a chairman of the meeting;
- preparation and approval of the voting list;
- approval of the agenda;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- 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;
- 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;
- determination of fees for members of the board of directors and auditors;
- election of the members of the board of directors
- election, where applicable, of auditors and deputy auditors; and
- other matters, which should be resolved by the shareholders’ meeting according to the Swedish Companies Act or the company’s articles of association.
10 § COLLECTION OF POWERS OF ATTORNEY AND POSTAL VOTING
The board of directors may collect powers of attorney in accordance with the procedures described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors may decide, prior to a shareholders’ meeting, that the shareholders be permitted to exercise their voting rights by post prior to the shareholders’ meeting.
10 § FINANCIAL YEAR
The company’s financial year shall be the calendar year.
11 § EUROCLEAR COMPANY
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).