DANISH SITE ENGLISH SITE MY PAGES SEARCH MENU Start Financial information Corporate governance Articles of association Articles of association ARTICLES OF ASSOCIATION for Fastighets AB Balder (publ), corporate identity number 556525-6905 1. Company The company's company is Fastighets AB Balder (publ). The company is public. 2. Objectives of the business The company shall have the object of its business to directly or indirectly, through wholly or partly owned companies, acquire, manage, refine, own and sell real estate and securities and conduct other activities compatible therewith. 3. Board The company's board, which shall consist of a minimum of three and a maximum of seven people, shall have its registered office in Gothenburg. The number of deputy board members shall not exceed three. The Board members and deputies are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting. 4. Share capital The company's share capital shall be a minimum of SEK 100,000,000 and a maximum of SEK 400,000,000. 5. The number of shares The number of shares shall be a minimum of 100,000,000 and a maximum of 400,000,000. Shares of three types may be issued, ordinary shares of series A and series B, and preference shares. Series A shares may be issued for a maximum of 20,000,000 and Series B shares and preference shares for a maximum of 380,000,000 . 6. Series shares and preferential rights 6.1 Each Series A share shall have a voting value of one (1 ) vote and each Series B share and each preference share shall have a voting value of one tenth (1/10) of the vote. 6.2 If the company decides to issue new ordinary shares through a cash issue or set-off issue, ordinary shareholders shall have a preferential right to subscribe for new ordinary shares of the same class in relation to the number of ordinary shares previously held by the holder (primary preferential rights). Ordinary shares that have not been subscribed for with primary preferential rights shall be offered to all ordinary shareholders for subscription (subsidiary preferential rights). If ordinary shares so offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the ordinary shares shall be distributed among the subscribers in proportion to the number of ordinary shares they previously own and, insofar as this cannot be done, by drawing lots. 6.3If the company decides to issue new preference shares through a cash issue or set-off issue, the owner of preference shares shall have a preferential right to subscribe for new preference shares in relation to the number of preference shares previously held by the holder. If preference shares thus offered are not sufficient for the subscription that takes place with preferential rights, the preference shares shall be distributed among the subscribers in proportion to the number of preference shares they previously own and, insofar as this cannot be done, by drawing lots. 6.4 If the company decides to issue shares of series A or series B through a cash issue or set-off issue, all ordinary shareholders, regardless of whether their shares are of series A or series B, have a preferential right to subscribe for new shares in proportion to the number of ordinary shares they previously own. 6.5If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the ordinary shareholders have a preferential right to subscribe for warrants as if the issue concerned the shares that may be subscribed for due to the option right and the preferential right to subscribe for convertibles as if the issue were convertible. against. 6.6 What has been said above shall not entail any restriction on the possibility of making a decision on a cash issue or set-off issue with deviation from the shareholders' preferential rights. 6.7Increasing the share capital through a bonus issue may only take place through the issue of ordinary shares. In this case, only ordinary shareholders are entitled to the new ordinary shares. The fund shares are distributed among the ordinary shareholders in proportion to the number of ordinary shares they previously own. 6.8 What has now been said shall not entail any restriction on the possibility of issuing shares of a new type through a bonus issue, after the necessary amendment of the Articles of Association. 7. Dividend distribution 7.1 If the Annual General Meeting decides on a dividend , the preference shares shall carry preferential rights over the ordinary shares to an annual dividend corresponding to an amount of SEK 5 (5) per preference share and quarter, however not more than SEK 20. 7.2 Payment of dividends on preference shares shall be made quarterly in an amount of SEK 5 (5) per preference share. Reconciliation dates for the quarterly payments shall be 10 January, 10 April, 10 July and 10 October each year. In the event that such day is not a banking day, ie a day that is not a Saturday, Sunday or public holiday or in the case of payment of promissory notes is not equated with a public holiday in Sweden, the record date shall be the immediately preceding banking day. Payment of dividends shall take place on the third banking day after the record date. 7.3If the Annual General Meeting resolves on a dividend, the preference shares shall, in addition to the dividend as above, also entail preferential rights over the ordinary shares for the distribution of the outstanding amount (as defined below), evenly distributed over each preference share. The preference shares shall not otherwise carry any right to dividends. 7.4If dividends on preference shares are not paid in connection with a quarterly record date in accordance with item 7.2. above or if the quarterly dividend is paid in an amount of less than SEK 5 (5) per preference share, an amount corresponding to the difference between SEK 5 (5) and the dividend paid per preference share shall be added to the outstanding amount ("Outstanding Amount"). The outstanding amount per quarter shall be calculated cumulatively from day to day with a factor corresponding to an annual interest rate of 14 percent, whereby the calculation shall take place starting from the payment date for the quarterly dividend. 8. Redemption 8.1 Reduction of the share capital, but not below the minimum capital, can take place through the redemption of a certain number or all of the preference shares following a decision by the Annual General Meeting. When a reduction decision is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available. 8.2 The distribution of which preference shares are to be redeemed shall take place pro rata in relation to the number of preference shares that each preference shareholder owns at the time of the AGM's decision on redemption. If the distribution according to the above does not go smoothly, the Board shall decide on the distribution of excess preference shares to be redeemed. However, if the decision is supported by all preference shareholders, the Annual General Meeting may decide which preference shares are to be redeemed. 8.3The redemption amount shall be SEK 350 per preference share plus the Deposit amount evenly distributed over each redeemed preference share. The owner of a preference share notified for redemption shall be obliged to receive the redemption amount for the preference share or, where the Swedish Companies Registration Office's or the court's permission for the reduction is required, within three months of receiving written notice of the redemption decision. legal force. 9. Dissolution of the company If the company is liquidated, the preference shares shall entail a preferential right over the ordinary shares to receive from the company's assets an amount per preference share calculated as the sum of SEK 300 and the Deposit Amount evenly distributed on each preference share before distribution to the ordinary shareholders. The preference shares shall otherwise not entail any right to a share. 10. Notice of the Annual General Meeting 10.1 Notice of the Annual General Meeting and notice of the Extraordinary General Meeting where the question of an amendment to the Articles of Association will be considered shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of another Extraordinary General Meeting shall be issued no earlier than six weeks and no later than three weeks before the meeting. 10.2 Notice shall be given by advertising in Post- och Inrikes Tidningar and on the company's website. That a summons has been issued shall be announced in Svenska Dagbladet. 10.3 In order to participate in the Annual General Meeting, shareholders must be included in a printout or other presentation of the entire share register regarding the conditions five weekdays before the meeting, and register with the company no later than 16.00 on the day specified in the notice convening the 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 weekday before the meeting. 10.4In order for shareholders to be allowed to bring a maximum of two assistants to the Annual General Meeting, the shareholder must notify the number of assistants to the company in the manner and time specified in the previous paragraph regarding the shareholders' own notification obligation. 11. Annual General Meeting The Annual General Meeting shall be held in Stockholm, Gothenburg or Malmö. The Annual General Meeting is opened by the Chairman of the Board or the person appointed by the Board. At the Annual General Meeting, the following matters shall be considered. 1. Opening of the meeting 2. Election of chairman of the meeting 3. Establishment and approval of the voting list 4. Election of at least one adjuster 5. Ask whether the meeting has been duly convened 6. Approval of the agenda 7. Presentation of the annual report and audit report and, where appropriate, the consolidated financial report 8. Resolution of (a) adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and balance sheet (b) allocation of the profit or loss according to the balance (c) discharge of liability for board members and the CEO 9. Determination of the number of board members and deputy board members 10. Determination of fees for the board and auditors 11. Election of board members and any deputy board members and, where applicable, auditors and any deputy auditors 12. Decisions on the nomination committee 13. Other matters that come before the meeting in accordance with the Swedish Companies Act or the Articles of Association 14. Closing of the meeting. 12. Auditor For the purpose of auditing the company's annual report together with the accounts and the Board of Directors and the President's administration, one or two authorized auditors are appointed every four years at the Annual General Meeting with a maximum of two deputy auditors for the period until the end of the fourth general meeting. Instead of an auditor, a registered auditing company can be appointed for the same period. 13. Accounts The company's financial year covers the period 1/1 - 31/12. 14. Conversion A-share must be able to be converted (converted) into B-share at the request of the owner of A-share. Requests to this effect must be made in writing to the company's board. In this case, it must be stated how many shares are desired to be converted and, if the conversion does not refer to the person's entire holding of Class A shares, which of these the conversion refers to. The Board of Directors of the company is obliged to deal without delay with matters concerning the conversion of shares, the owner of which has submitted a request for such conversion. Conversion must be notified for registration without delay. 15. Reconciliation reservation The company's shares must be registered in a reconciliation register in accordance with the Act (1998: 1479) on the accounting of financial instruments. __________________ The Articles of Association were adopted at the Annual General Meeting on May 9, 2012. Contact person Magnus Björndahl CFO 031-10 95 74 magnus.bjorndahl@balder.se ask for holiday Search premises search for a place to live Balder About Balder Available positions Press Financially The stock Financial reports Calendar Customer service My pages Our offices Jour English site Danish site © 2016 Fastighets AB Balder We use cookies to give you the best possible customer experience. If you continue, it means that you accept that cookies are used.