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Sve Suo Eng
Sve Suo Eng

Articles of Association

Articles of Association

Articles of Association for Karnell Group AB (publ)
Corporate identity number 559043-3214
These articles of association were adopted by the annual general meeting on April 11, 2022.

§ 1 Name

The name of the company is Karnell Group AB (publ). The company is a public company.

§ 2 Registered office

The board of directors shall have its registered office in the municipality of Stockholm.

§ 3 Objects of the company’s business

The company shall own and manage real and movable property and provide intra-group services in administration and finance, as well as conduct activities compatible therewith.

§ 4 Classes of shares

The company’s share capital shall amount to not less than SEK 3,000,000 and not more than SEK 12,000,000. The number of shares in the company shall be not less than 30,000,000 and not more than 120,000,000.

The company’s shares shall be issued in two classes, Class A and Class B. Each Class A share shall entitle to ten votes and each Class B share shall entitle to one vote.

Shares of each class may be issued up to an amount corresponding to the entire share capital.

Pre-emption rights in new issues and bonus issues

If the company decides to issue new shares through a cash issue or a set-off issue, an existing share shall entitle to a pre-emption right for a new share of the same class in proportion to the number of shares the holder previously owns (primary pre-emption right). Shares not subscribed with primary pre-emption rights shall be offered to all shareholders for subscription (secondary pre-emption right). If the shares offered with secondary pre-emption rights are insufficient for the subscriptions made with secondary pre-emption rights, the shares shall be allocated among the subscribers in proportion to the total number of shares they previously own in the company. If this cannot be done regarding certain shares, allocation shall be made by drawing lots.

If the company decides to issue shares only of Class A or Class B through a cash issue or a set-off issue, all shareholders, regardless of whether their shares are of Class A or Class B, shall have a pre-emption right to subscribe for new shares in proportion to the number of shares they previously hold.

If the company decides to issue warrants or convertibles through a cash issue or a set-off issue, the shareholders shall have a pre-emption right to subscribe for warrants as if the issue concerned the shares that may be subscribed for due to the option rights, and a pre-emption right to subscribe for convertibles as if the issue concerned the shares that the convertibles may be exchanged for.

The above shall not entail any restriction on the possibility of resolving on a cash issue or a set-off issue with deviation from the shareholders’ pre-emption rights.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each class of shares in proportion to the number of shares of the same class previously existing. Existing shares of a certain class shall entitle to new shares of the same class. The above shall not entail any restriction on the possibility of issuing shares of a new class through a bonus issue, after the required amendment of the articles of association.

§ 5 Board of directors

The board of directors shall consist of not less than three and not more than ten members without deputies.

§ 6 Auditors

The limited liability company shall have one auditor. The auditor shall be an authorised public accountant or a registered accounting firm.

§ 7 Notice

Notice of a general meeting shall be given by publication in Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as the notice is given, the company shall advertise in Dagens Industri that notice has been given.

§ 8 Participation in general meeting

Shareholders who wish to participate in a general meeting shall be entered in a print-out or other representation of the share register concerning the circumstances six banking days before the general meeting, and shall give notice to the company of their intention to attend the general meeting no later than the day specified in the notice convening the general meeting. This latter day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not occur earlier than five working days prior to the general meeting. Shareholders may be accompanied one or two assistants at the general meeting, provided that the shareholder has notified accordingly in accordance with the preceding paragraph.

§ 9 Annual general meeting

The following matters shall be addressed at the annual general meeting.

  1. Election of chairman.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to verify the minutes.
  4. Determination whether the general meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and, where applicable, the auditor’s report and, if applicable, the consolidated financial statements and consolidated auditor’s report.
  7. Resolutions on the following.
    a) Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
    b) Dispositions regarding the company’s profit or loss in accordance with the adopted balance sheet.
    c) Discharge from liability for the members of the board of directors and the CEO where applicable.
  8. Determination of fees for the members of the board of directors and, in certain cases, for the auditors.
  9. Election of board members and auditors.
  10. Any other business to be addressed at the general meeting pursuant to the Swedish Companies Act or the articles of association.

§ 10 Financial year

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

§ 11 CSD clause

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

The shareholder or nominee who, on the record date, is entered in the share register and recorded in a central securities depository register, pursuant to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or who is recorded in a central securities depository account pursuant to Chapter 4, Section 18, first paragraph 6-8 of the aforementioned law, shall be deemed entitled to exercise the rights set forth in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

§ 12 Conversion provision

Shareholders of Class A shares have the right to request that all or part of the shareholder’s holding of Class A shares be converted into Class B shares. The request for conversion shall be made in writing to the company’s board of directors. The number of Class A shares to be converted shall be specified. The board of directors shall assess the matter of conversion within six weeks from the request for conversion. The board of directors shall thereafter immediately submit the conversion for registration with the Swedish Companies Registration Office. The conversion shall be effective upon registration and shall be recorded in the central securities depository register.

§ 13 Collection of powers of attorney and postal voting

The board of directors may collect powers of attorney according to the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The board of directors may decide, prior to a general meeting, that shareholders shall be able to exercise their voting rights by post prior to the general meeting.