ARTICLES OF ASSOCIATION
Articles of Association for Vestum AB (publ)
Org.nr 556578-2496
Adopted at the Extraordinary General Meeting on December 17, 2021
§ 1 Company name
The company name is Vestum AB (plc). The company is public.
§ 2 Registered office
The board is based in Stockholm.
§ 3 Business activity
The aim of the company's operations is to, directly or indirectly, own and manage movable assets, preferably shares and other securities, and to conduct other compatible operations. The company shall also provide advice regarding finances, accounting, organization and related areas, as well as lease premises.
§ 4 Share capital
The share capital shall amount to a minimum of SEK 79,000,000 and a maximum of SEK 316,000,000.
§ 5 Number of shares
The number of shares shall be a minimum of 237,000,000 and a maximum of 948,000,000.
§ 6 Board
The board shall consist of a minimum of three (3) and a maximum of seven (7) ordinary board members with a minimum of zero (0) and a maximum of seven (7) deputies.
The Board is elected at the Annual General Meeting for the period until the next Annual General Meeting.
§ 7 Auditors
To review the company's annual report and accounts and the administration of the Board and the CEO, the Annual General Meeting will appoint one (1) or (2) auditors, with or without deputy auditors, or one (1) registered auditing company with a principal auditor.
§ 8 Notice of the Annual General Meeting
Notice of the Annual General Meeting shall be given by advertising in Post- och Inrikes Tidningar and on the company's website. At the time of the notice, information that the notice has been issued shall be announced in Svenska Dagbladet, and if Svenska Dagbladet is no longer published, by advertising in Dagens Nyheter. Notice shall immediately be sent by post, free of charge to the recipient, to the shareholders who request it and state their mailing address.
§ 9 Right to attend the Annual General Meeting
The right to attend the Annual General Meeting is given to shareholders who have been entered in the share register in the manner prescribed in Chapter 7, paragraph 28 of the Swedish Companies Act (2005: 551) and who have registered with the company no later than the date specified in the notice of the Annual General Meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth working day before the meeting. If shareholders intend to bring assistants, the number of assistants must be stated in the notification.
§ 10 Collection of proxies and postal voting
The Board of Directors may collect proxies at the expense of the company in accordance with the procedure described in Chapter 7 Section 4, second paragraph of the Swedish Companies Act (2005:551).
The Board of Directors may, before a general meeting, resolve that the shareholders before the general meeting shall have the right to exercise their voting rights by post in accordance with the procedure stated in Chapter 7 Section 4a of the Swedish Companies Act (2005:551).
§ 11 Annual General Meeting
The Annual General Meeting is held annually within six (6) months after the end of the financial year.
At the Annual General Meeting, the following matters will be considered:
- Election of Chairman for the meeting,
- Preparation and approval of the voting list,
- Approval of the agenda for the Meeting,
- Election of one or two persons to verify the minutes,
- Determination of whether the Meeting has been duly convened,
- Presentation of the Annual Report and, if applicable, the Auditors' Report, and the Consolidated Accounts and Consolidated Auditors' Report.
- Resolutions concerning
a) adoption of the income statement and balance sheet, and, if applicable, the consolidated income statement and consolidated balance sheet;
b) allocation of the Company's profit or loss in accordance with the adopted balance sheet,
c) discharge from liability of the members of the Board of Directors and the CEO when applicable, - Determination of the number of ordinary Board members and deputies to be elected by the meeting,
- Determination of fees payable to the Board of Directors and auditors
- Election of the Board of Directors and auditor,
- Other matters to be considered at the meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.
§ 12 Financial year
The company's financial year shall cover the period January 1 - December 31.
§ 13 Record day provision
The shares of the company shall be registered in a record day register pursuant to the Central Securities Depositaries and Financial Instrument Accounts Act (1998:1479).
The shareholders or nominees that are entered in the share register on the record date and listed in a CSD register as per Ch. 4 of the Financial Instruments Accounts Act (1998:1479) or who are registered for a CSD account as per Ch. 4 Sect. 18 Paragraph 1 Items 6-8 of the aforementioned act shall be assumed to be authorised to exercise rights pursuant to Ch. 4 Section 39 of the Swedish Companies Act (2005:551).