Articles of Association

Articles of Association for John Mattson Fastighetsföretagen AB (publ) (556802-2858)

Article 1 Company name

The Company’s registered name is John Mattson Fastighetsföretagen AB (publ).

Article 2 Registered office of the Board of Directors

The registered office of the Board of Directors is in Lidingö Municipality, Sweden.

Article 3 Operations

The Company is directly or indirectly to conduct investing activities in properties, to own, develop, manage and transfer immovable or movable property and compatible operations connected therewith.

Article 4 Share capital

Share capital may amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.

Article 5 Number of shares

The number of shares may amount to not less than 10,000,000 and not more than 40,000,000.

Article 6 The Board of Directors

The Board of Directors is to consist of no fewer than three (3) and no more than seven (7) members, with no alternates.

Article 7 Auditor

The Company is to have not less than one and not more than two auditors with or without a similar number of alternates, or one and not more than two registered public accounting firms. The auditor and deputy auditors, and auditor-in-charge, are to be authorised public accountants.

Article 8 Official notice

Official notice convening a general meeting of shareholders is to be issued in the form of an advertisement in Post- och Inrikes Tidningar and by making the notice available on the Company’s website. An advertisement that official notice has been issued is to simultaneously be made in Svenska Dagbladet.

Shareholders who wish to participate in the annual general meeting are to register with the Company no later than the date given in the official notice. This day may not be a Sunday, another public holiday, a Saturday, Midsummer Day, Christmas Eve or New Year’s Eve, and may be no less than five business days before the meeting.

Article 9 Power of attorneys and postal voting

The board of directors may collect power of attorneys pursuant to Chapter 7, Section 4 second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may before a general meeting resolve that the shareholders shall be entitled to vote by post prior to the general meeting. If the Board of Directors so decides, postal voting shall be possible by electronic means.

Article 10 Presence of third parties

Anyone who is not a shareholder in the company shall, under the terms determined by the Board of Directors, have the right to attend or otherwise follow the negotiations at the general meeting.

Article 11 Financial year

The Company’s financial year extends from 1 January – 31 December.

Article 12 Annual General Meeting

The following items of business are addressed at the annual general meeting:

  1. Election of the Chairman of the meeting.

  2. Preparation and approval of the voting list.

  3. Approval of the agenda.

  4. Election of one or two officers to verify the minutes.

  5. Determination of whether the meeting has been duly convened.

  6. Presentation of the annual report and the auditor’s report and, where appropriate, the consolidated financial statements and auditors’ report on the consolidated financial statements.

  7. Resolutions regarding:
    a) the adoption of the income statement and the balance sheet, and where applicable the consolidated income statement and the consolidated balance sheet;
    b) the appropriation of the Company’s profit or loss in accordance with the adopted balance sheet; and
    c) the discharge of the members of the Board of Directors and of the CEO from liability.

  8. Determination of the number of members of the Board and the number of auditors.

  9. Determination of fees to be paid to members of the Board and the auditors.

  10. Election of members of the Board and the auditor.

  11. Other business to be addressed by the meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.

Article 13 Record day provision

A record of the company’s shares is kept in a central securities depository (CSD) register pursuant to the Financial Instruments Accounts Act (1998:1479).

 

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Adopted at the general meeting on 22 April 2021.