Articles of Association of Sveafastigheter AB (publ)
(Reg. no. 559449-4329)
Adopted at the Annual General Meeting on 20 May 2025.
1§ Name of company
The company’s name is Sveafastigheter AB (publ).
2§ Registered office
The company’s registered office shall be situated in Stockholm.
3§ Object of the company’s business
The company shall, directly or indirectly, own, manage and develop real property and/or shares, along with activities related to such operations.
4§ Share capital and shares
The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 150,000,000 and not more than 600,000,000.
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 of a 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 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 under the 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 they previously held and, to the extent such allocation cannot be effected, by the drawing of lots.
If the company resolved 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, shall have preferential rights to subscribe for new shares pro-rata to the number of shares previously held by 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 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 amendments of the articles of association.
Reduction of share capital, which in any case shall not fall below the minimum share capital, may, after resolution by the company’s board of directors, take place through redemption of all class C-shares. 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 the required funds are available. The redemption amount per class C-share shall be the quota value of such shares.
Following receipt of the redemption resolution, holders of shares subject to redemption shall promptly receive payment for the shares, or, if authorization for the redemption from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following the receipt of notice that the final and effected 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 register the reclassification to the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification been reflected in the central securities depository register.
5§ Financial year
The company’s financial year shall be the calendar year.
6§ Board of directors
The board of directors elected by the general meeting shall consist of not less than three (3) members and not more than ten (10) 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, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.
8§ Notice of general meeting
Notice of general meetings shall be made through announcement in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Dagens Nyheter that a notice of a general meeting has been issued.
9§ Participation at general meetings
In order to participate at a general meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the general meeting. Such a day 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 general meeting.
A shareholder may be accompanied by assistants at a general meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
10§ Business at annual general meetings
The following business shall be addressed at annual general meetings:
- election of a chairperson 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 the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
- resolutions regarding allocation of the company’s profit or loss in accordance with the adopted balance sheet;
- resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- determination of the number of members of the board of directors, and 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, and auditors and deputy auditors;
- other matters which are set out in the Swedish Companies Act or the company’s articles of association.
11§ Collecting the powers of attorneys and vote by post
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551). The board of directors has the right before a general meeting to decide that the shareholders shall be able to exercise their right to vote by post before the general meeting.
12§ Euroclear company
The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).