N.B. This is an in-house translation of the Swedish original.
ARTICLES OF ASSOCIATION for AB Novestra
(Reg. No. 556539-7709)
Adopted at the annual shareholders’ meeting on April 22, 2009
1 § Name
The company’s name is AB Novestra. The company is a public company (publ).
2 § Registered office of the board of directors
The board of directors’ registered office shall be situated in Stockholm, Sweden.
3 § Business
The objective of the company’s business shall be to invest in and manage shares and other financial instruments, directly or indirectly, in order to, through a diversified securities portfolio, offer the company’s shareholders to participate in investments, which the shareholders of the company would normally not be able to participate in on an individual basis, and to provide financial consulting services as well as to carry out other activities compatible therewith.
4 § Share capital and shares
The share capital shall be not less than thirty million Swedish kronor (SEK 30,000,000) and not more than one hundred twenty million Swedish kronor (SEK 120,000,000). The number of shares shall be not less than thirty million (30,000,000) and not more than one hundred twenty million (120,000,000).
5 § VPC company
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
6 § Financial year
The company’s financial year shall be 1 January – 31 December.
7 § Board of directors
The board of directors shall consist of not less than three (3) members and not more than six (6) members, with not more than two (2) deputy members.
8 § Auditors
The company shall have one (1) auditor, with not more than one (1) deputy auditor. As auditor and, when applicable, deputy auditor, shall be elected an authorised public accountant or a registered public accounting firm.
9 § Notice of shareholders’ meeting
A notice of a shareholders’ meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) as well as on the company’s website. At the time of the notice, information regarding the publication of the notice shall be published in Svenska Dagbladet.
10 § Shareholders’ right to participate in shareholders’ meetings
Shareholders who want to participate in shareholders’ meetings, shall be listed in print-outs or other representation of the entire shareholders’ register concerning the circumstances five weekdays prior to the meeting, and notify the company not later than 4.00 pm the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
Shareholders or representatives may bring up to two counsels at shareholders’ meetings only if the shareholder is giving notice of the number of counsels to the company in accordance with the previous section.
11 § Annual shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
1. Election of a chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes of the meeting;
5 Determination of whether the meeting was duly convened;
6. Submission of the annual report and the auditors’ report as well as, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. Resolutions regarding the adoption of the income statement and the balance sheet as well as, where applicable, the consolidated income statement and the consolidated balance sheet;
8. Resolutions regarding appropriation of the company’s profit or loss pursuant to the adopted balance sheet;
9. Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. Determination of the number of members and deputy members of the board of directors as well as, where applicable, the number of deputy auditors;
11. Determination of fees for the members of the board of directors and, where applicable, the auditors;
12. Election of the members and deputy members of the board of directors as well as, where applicable, auditor and deputy auditor;
Other matters, which rest upon the shareholders’ meeting pursuant to the Swedish Companies Act or the articles of association.