Articles of Association
These articles of association were adopted at an annual general meeting held on 19 April 2016.
The Company’s name is Klövern AB. The Company is a public company (publ).
2 REGISTERED OFFICE
The registered office of the Company shall be located in Stockholm. General meetings can be held in Stockholm or Solna.
The objects of the Company are, directly or indirectly through subsidiaries, to acquire, own, manage, develop and sell real estate, and to conduct business compatible therewith.
4 SHARE CAPITAL
The share capital shall be not less than SEK one billion six hundred million (SEK 1,600,000,000) and not more than SEK six billion four hundred million (SEK 6,400,000,000).
5.1 Number of shares and classes of shares
There shall be no fewer than eight hundred million (800,000,000) shares and no more than three billion two hundred million (3,200,000,000) shares.
Shares may be issued in three classes: ordinary shares of Class A and B, as well as preference shares. Ordinary shares and preference shares may be issued in an amount not exceeding 100 per cent of the share capital. Ordinary shares of Class A each carry one vote, and ordinary shares of Class B and preference shares each carry one-tenth of a vote.
The preference shares carry a right of priority over the ordinary shares to an annual dividend of SEK twenty (20) per share, payable quarterly in the amount of SEK 5.00 per share. Record dates for the payments shall be the last weekday in the months of June, September and December after the annual general meeting, and in the month of March in the year following the annual general meeting. In the event no dividend is issued to the holders of preference shares, or where only a dividend of less than SEK twenty (20) per preference share is issued during one or more years, the preference shares shall carry a right also to receive, from disbursable funds in subsequent years, Withheld Amounts as defined below (including Recalculation Amounts on Withholding Amounts, as defined below), before any dividend is issued on the ordinary shares. In the event no dividend is issued, or where only a dividend of less than SEK twenty (20) per preference share is issued during one or more years, the subsequent year’s annual general meeting shall be required to adopt a resolution regarding allocation of the quarterly disbursement of Withheld Amounts. The preference shares shall otherwise carry no entitlement to dividends.
Each individual quarter, the difference between SEK 5.00 and the dividend paid per preference share shall be added to “Withheld Amounts” (assuming that, at an annual general meeting, a resolution was adopted to issue a dividend of less than SEK twenty (20)). In the event dividends on preference shares are issued in accordance with a resolution adopted at a general meeting other than an annual general meeting, the amount paid per preference share shall be deducted from Withheld Amounts. The deduction shall take place as of the day on which payment takes place to holders of preference shares and shall thereupon be deemed to constitute settlement of the part of any Withheld Amount which arose first. Withheld Amounts shall be recalculated upwards by a factor corresponding to an annual rate of interest of eight (8) per cent (the “Recalculation Amount”), in which context recalculation shall take place commencing the quarterly date on which payment of the dividend occurred (or should have occurred, in the event no dividend at all is paid out), based on the difference between SEK 5.00 and the dividend paid per preference share on the same quarterly date. In the event such calculation takes place on a date other than a complete year calculated from the day on which any addition to or deduction from Withheld Amounts has taken place, recalculation of amounts added or deducted shall take place in an amount corresponding to the recalculation factor multiplied by the portion of the year that has elapsed. Accrued Recalculation Amounts shall be added to Withheld Amounts and shall thereafter be included in the calculation of the Recalculation Amount.
5.3 New issues
In conjunction with any increase in the share capital through a cash issue or debt/equity swap, the shareholders shall hold pre-emption rights to subscribe for the new shares in such a manner that one old share carries a pre-emption right to one new share of the same class; that shares which are not subscribed for by shareholders primarily entitled to subscribe shall be offered to all shareholders; and that, in the event the entire number of shares subscribed for pursuant to the last-mentioned offering cannot be issued, the shares shall be allotted among the subscribers pro rata to the number of shares held prior thereto and, in the event this cannot take place, through the drawing of lots.
In conjunction with any increase in the share capital through a cash issue or debt/equity swap involving only one class of shares, the shareholders shall only enjoy pre-emption rights to the new shares pro rata to the number of shares of the same class held prior thereto. The provisions above shall not entail any restriction on the possibility to adopt resolutions regarding a cash issue or debt/equity swap disapplying the shareholders’ pre-emption rights.
In the event the Company decides to issue subscription warrants or convertible debentures through a cash issue or debt/equity swap, the shareholders shall enjoy pre-emption rights to subscribe for warrants or convertible debentures as if the issue applied to the shares which may be subscribed for pursuant to the warrant or in exchange for the convertible debentures.
Any increase in the share capital through a bonus issue may only take place through the issuance of ordinary shares, whereupon – in the event both ordinary shares of Class A and Class B have previously been issued – the relationship between ordinary shares of Class A and Class B issued through the bonus issue, and already issued ordinary shares of Class A and Class B, shall remain unchanged. In this context, only holders of ordinary shares shall be entitled to the new shares. Where both ordinary shares of Class A and Class B have been issued, the bonus shares shall be allotted among the holders of the ordinary shares pro rata to the number of ordinary shares of the same class held prior thereto. However, bonus issues may also take place through the issuance of preference shares to the holders of ordinary shares, whereupon the bonus shares shall be allotted among the holders of ordinary shares pro rata to the total number of ordinary shares held prior thereto. The provisions above shall not entail any restriction on the possibility to issue a new class of shares, following requisite alteration to the articles of association.
Commencing 2015, following adoption of a resolution at a general meeting the share capital may be reduced (however, not below the minimum share capital) through the redemption of preference shares in accordance with the following principles.
The general meeting shall decide the number of preference shares to be redeemed each time. The specific preference shares to be redeemed shall be determined through the drawing of lots. However, where the resolution is supported by all holders of preference shares, the general meeting may decide which preference shares shall be redeemed.
Any holder of a preference share determined for redemption shall be obliged, three months after being notified of the redemption resolution, to accept payment for the share in an amount calculated as the total of SEK 500 plus any Withheld Amount in accordance with section 5.2 (including any Recalculation Amount on such Withheld Amount up to and including the day on which the redemption amount falls due for payment). All interest calculation shall cease on the day on which the redemption amount falls due for payment.
5.5 Dissolution of the Company
In the event of dissolution of the Company, the holders of preference shares shall be entitled to receive from the Company’s net assets SEK 400 per share as well as any Withheld Amount in accordance with section 5.2 (including any Recalculation Amount on such Withheld Amount), prior to any distribution to the holders of the common shares. The preference shares shall otherwise carry no entitlement to any share in the distribution of assets.
5.6 Conversion clause
Upon request by the holders of ordinary shares of Class A, such shares shall be converted into ordinary shares of Class B. A request for conversion must be made in writing to the board of directors, stating the number of ordinary shares of Class A to be converted into ordinary shares of Class B and – in the event the request does not cover the entire holding – the ordinary shares of Class A to which the conversion relates. Such a request must be presented to the board of directors and have reached the board of directors during the month of January or July. The board of directors shall give notice of the conversion to the Swedish Companies Registration Office as soon as possible for registration in the companies register. The conversion is executed when registration has taken place and been noted in the record day register.
6 THE BOARD OF DIRECTORS
The board of directors shall comprise no fewer than four members and no more than eight members.
The Company shall have one or two auditors and an equivalent number of alternative auditors, or one or two registered accounting firms.
8 FINANCIAL YEAR
The Company’s financial year shall be the calendar year.
Notice to attend general meetings shall be given through an announcement in the Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. Information that notice has been given shall be provided in an announcement in Svenska Dagbladet.
10 SHAREHOLDERS’ ENTITLEMENT TO PARTICIPATE AT GENERAL MEETINGS
Shareholders who wish to participate in the proceedings at a general meeting must be entered in a printout or other presentation from the entire share register regarding circumstances pertaining five weekdays prior to the general meeting, and must have notified the Company of their participation not later than on the date stated in the notice to attend the general meeting. Such a day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not occur earlier than the fifth weekday prior to the general meeting.
11 PRESENCE OF OUTSIDE PARTIES AT GENERAL MEETINGS
A person not entered in the share register shall be entitled to be present at a general meeting, subject to the conditions determined by the board of directors.
12 ANNUAL GENERAL MEETING
The following business shall be addressed at annual general meetings:
- election of a chairman of the meeting;
- preparation and approval of a voting register;
- election of one or two persons to attest the minutes;
- determination of whether the meeting has been duly convened;
- approval of the agenda;
- presentation of the annual report and the auditor’s report and, where appropriate, consolidated financial statements and the auditor’s report for the group;
- resolutions regarding:
a) adoption of the income statement and balance sheet and, where appropriate, the consolidated income statement and consolidated balance sheet;
b) allocation of the Company’s profits or losses in accordance with the adopted balance sheet,
c) discharge from liability for the directors and CEO;
- determination of the number of directors, as well as auditors and alternative auditors or registered accounting firms;
- determination of fees for the board of directors and auditors;
- election of directors and a chairman of the board of directors;
- election of auditors and alternative auditors or registered accounting firms;
- resolution regarding guidelines for remuneration to executive management;
- resolution regarding the nominations committee;
- other business incumbent on the general meeting in accordance with the Swedish Companies Act or the articles of association.
13 RECORD DAY PROVISION
The Company’s shares shall be registered in a record day register pursuant to the Financial Instruments Accounts Act (1998:1479).