Articles of associations
§ 1 The registered name of the Company is Wihlborgs Fastigheter AB, which is a public company (publ).
§ 2 The object of the Company's operations is to acquire, manege, develop and sell properties, primarily in the Öresund region, and conduct associated operations.
§ 3 The registered office of the Board of Directors shall be Malmö, Sweden.
§ 4 The Company's share capital shall amount to not less than SEK 155,000,000 kronor and not more than SEK 620,000,000 kronor.
§ 5 The number of share shall not be less than 150,000,000 and not more than 600,000,000.
§ 6 The Board of Directors shall consist of not fewer than four and not more than eight members.
§ 7 Of the Company's auditors, at least the auditor and the deputy auditor must be Authorised Public Accountants. Instead of an auditor, the Annual General Meeting may elect one or two authorised accounting firms, whereby no deputy auditors need to be elected.
§ 8 The Company's fiscal year shall consist of the calendar year.
§ 9 The Annual General Meeting shall be held in Malmö. The following items of business shall be addressed at the Annual General Meeting:
1. Election of Chairman of the Meeting.
2. Preparation and approval of the list of shareholders entitled to vote at the meeting.
3. Election for one or two minute-checkers.
4. Approval of the agenda.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and the auditors' report an, if applicable, of the consolidated financial accounts.
7. Motions concerning
a) the adoption of the income statement and balance sheet and, if applicable, of the consolidated income statement and consolidated balance sheet.
b) the disposition to be made of the Company's profits or losses as shown in the balance sheet adopted by the Meeting.
c) the discharge of the members of the Board and the Managing Director from personal liability.
d) the record date for the payment of dividends.
8. Resolution of the number of members of the Board and, where applicable, the number of auditors and deputy auditors.
9. Determination of the fees to be paid to the Board members and, where applicable, the auditors.
10. Election of the Board members.
11. When required, election of the auditors and deputy auditors.
12. Election of the Nomination committee.
13. Other business that must be addressed by the Meeting in accordance with the Annual Accounts Act or the Articles of Association.
§ 10 Notice of a General Meeting of Shareholders shall be made in the form of an advertisement in the Official Gazette (Post- och Inrikes Tidningar) and in Svenska Dagbladet and in Sydsvenska Dagbladet or in another daily newspaper published in Skåne. If publication of Svenska Dagbladet ceases, notifications will be effected through an announcement in the Swedish Official Gazette and Dagens Industri.
Notice of the Annual General Meeting and of Extraordinariy General Meetings convened to address amendments to the Articles of Association shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of other General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the Meeting.
§ 11 To be entitled to participate in the business of a General Meeting, shareholders must be included in the share register confirming conditions five days prior to the Meeting and must notify the Company of their intention to attend the Meeting and be accompanied by a maximum of two assistants not later than 4 p.m. on the day stipulated in the Notice of a General Meeting. This day must not be a Sunday, a public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be more than the five weekdays before the Meeting.
§ 12 The company’s shares will be recorded in a control register pursuant to the Swedish Financial Instruments Act (1998:1479).