Articles of Association

§ 1 Company name

The company’s name shall be Nyfosa AB. The Company shall be a public limited liability company (publ).

§ 2 Operations

The object of the company’s operations is to, directly or indirectly, own and manage properties and property-related assets and engage in associated activities.

§ 3 Registered office

The registered office of the company’s board of directors shall be in the Municipality of Nacka, Sweden.

§ 4 Share capital

The company’s share capital shall amount to not less than SEK 80,000,000 and not more than SEK 320,000,000.

§ 5 Number of shares

The number of shares in the company may not be fewer than 160,000,000 and not exceed 640,000,000.

§ 6 Board of directors

The board of directors shall comprise not fewer than four, and not more than ten, members, with no deputies. The board members shall be elected annually at the company’s annual general meeting for the period until the end of the next annual general meeting.

§ 7 Auditor

The company shall have not less than one and not more than two auditors with not more than two deputy auditors. An authorised public accountant or registered auditing firm shall be appointed as auditor and, where applicable, as deputy auditor. The auditors shall examine the Company’s annual report and accounts, and the administration of the board and CEO. If the Company is a parent company, the auditors shall also examine the consolidated financial statements and the relationships between Group companies.

§ 8 Notice of meeting

The general meeting of shareholders shall be convened through a notice in Post- och Inrikes Tidningar (Swedish Official Gazette) and on the Company’s website. An announcement that notice to attend has been issued shall be published in Svenska Dagbladet. Should the nationwide distribution of Svenska Dagbladet be discontinued, the announcement shall be published in Dagens Nyheter instead. The notice to attend shall be issued within such time stipulated by the Swedish Companies Act (2005:551).

§ 9 Notification of attendance and right to participate in general meeting

Shareholders wishing to participate in the general meeting shall notify the company of their intention to attend not  later than the day stated in the notice to attend the meeting. At a general meeting, shareholders may be accompanied by one or two assistants, although only if the shareholder has given notification of this as specified in the previous paragraph.

§ 10 General meetings

A general meeting is to be held at the location where the board of directors has its registered office or in Stockholm. An annual general meeting of shareholders shall be held within six months of the close of each financial year. At the annual general meeting, the following items shall be addressed:

1) Election of chairman of the meeting.
2) Preparation and approval of the voting list.
3) Approval of the agenda.
4) Election of one or two persons to verify the minutes.
5) Determination of whether the meeting has been duly convened.
6) Presentation of the annual report and the auditor’s report and, if applicable, the consolidated financial statements and the audit report on the consolidated financial statements.
7) Resolutions on
a. adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and consolidated balance sheet,
b. appropriation of the company’s earnings in accordance with the adopted balance sheet, and
c. discharge from liability for the members of the board and the CEO.
8) Determination of the number of board members, the number of auditors and, if applicable, the deputy auditors.
9) Determination of fees to be paid to the members of the board and auditors.
10) Election of members of the board and auditors as well as any deputy auditors.
11) Other business to be addressed by the meeting in accordance with the Swedish Companies Act or the articles of association.

§ 11 Collection of powers of attorney and voting 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 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.

§ 12 Financial year

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

§ 13 Record date provision

The Company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).