Articles of association for BYGGFAKTA GROUP Nordic HoldCo AB (publ), registration number 559262-7516, adopted by the extraordinary shareholders’ meeting on 23 August 2021.
1 § Name
The company’s name is BYGGFAKTA GROUP Nordic HoldCo AB. The company is a public limited company.
2 § Registered office
The board of directors shall be headquartered in Ljusdal.
3 § Object of the company’s business
The Company shall own and manage share and securities, do investment, conducting consultancy activities in the construction industry and activities compatible therewith.
4 § Share capital and shares
The share capital shall be not less than SEK 25 000 000 and not more than SEK 100 000 000. The number of shares shall be not less than 25 000 000 and not more than 100 000 000.
The shares shall be issued in two classes, ordinary shares and preference shares. Shares of both classes shall entitle the holder to one (1) vote per share. Shares of each class may be issued in a quantity corresponding to the entire share capital of the company.
Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots.
Where the company resolves to issue only one class of shares by way of a cash issue or set-off issue, all of the shareholders, irrespective of the class of share, shall hold pre-emption rights to subscribe for new shares pro rata to the number of shares previously owned.
The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights.
The provisions above regarding shareholders’ pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments.
Upon an increase in the share capital by way of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.
In case of dividends the following order of priority shall apply:
a) to holders of preference shares, with priority before holders of common shares, a fixed cumulative preferential cash dividend at the annual rate of 12% of the subscription price per preference share, which shall have accrued daily in arrears since the date of issue and be compounded quarterly, whether or not such dividend is declared or paid, less previously made dividends; and
b) any excess funds shall be allocated first to the holders of preference shares, allocated among them pro rata to their holdings of preference shares up to an amount corresponding to the subscription price, and thereafter to holders of common shares in proportion to their holdings of common shares.
In case of the company’s liquidation, the following order of priority shall apply:
a) holders of preference shares, with priority before holders of common shares and allocated among them pro rata to their holdings of preference shares, shall receive an amount per preference share equal to the subscription price and an amount equal to any accrued but unpaid amounts of the cumulative preferential cash dividend referred to at (a) above (to be calculated down to and including the date of the liquidation, return of capital or completion of an exit); and
b) any excess funds shall be allocated to holders of common shares in proportion to their holdings of common shares.
5 § Share capital and shares
The company’s financial year shall be the calendar year.
6 § Board of directors
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members without alternate members.
7 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) alternate auditors. As auditor and, when applicable, alternate auditor, shall an authorised public accountant or a registered public accounting firm be elected.
8 § Notice of shareholders’ meeting
Notices of shareholders’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and Dagens Industri or, in the event of cancelled publication of the last-mentioned newspaper Svenska Dagbladet.
9 § Notice of participation in shareholders’ meetings
A shareholder, who wants to participate in a shareholders’ meeting must notify the company not later than on the day specified in the notice of the meeting. The day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two counsels) at the shareholders’ meeting the number of counsels must be stated in the notice of participation.
10 § The attendance of third parties at the shareholders’ meeting
The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have the right to attend or in another way observe the negotiations at the shareholders’ meeting.
11 § Place for shareholders’ meeting
Place for general meetings shall be held in Ljusdal or Stockholm, as determined by the board of directors.
12 § Business at shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
- election of a chairman of the meeting;
- preparation and approval of the voting list;
- approval of the agenda;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
- resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
- resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- determination of the number of members and alternate members of the board of directors and, where applicable, the number of auditors and alternate auditors;
- determination of fees for members of the board of directors and auditors;
- election of the members of the board of directors and, where applicable, auditors and alternate auditors;
- other matters, which are set out in the Swedish Companies Act or the company’s articles of association.
13 § CSD-registered company
The company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).
14 § Collection of proxies and postal votes
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting.