Articles of association

Articles of Association for Fortinova Fastigheter AB (publ) (company reg. no. 556826-6943). Adopted at the Extraordinary General Meeting on 22 June 2020.

Article 1 Company name

The name of the Company is Fortinova Fastigheter AB (publ). The Company is a public limited liability company.

Article 2 Registered office of the Company

The registered office of the Company is situated in Varberg municipality.

Article 3 Objects of the Company’s business

The Company shall own and manage movable and immovable property and engage in activities compatible therewith.

Article 4 Share capital

The share capital shall not be less than SEK 23,500,000 and not more than SEK 94,000,000.

Article 5 Number of shares

The number of shares shall not be less than 23,500,000 and not more than 94,000,000.

Article 6 Classes of shares

The shares shall be issued in two classes, shares of Class A and shares of Class B.

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

Class A shares shall entitle the shareholder to ten (10) votes per share. Class B shares entitle the shareholder to one (1) vote per share.

Where the Company resolves to issue new shares of Class A and Class B 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). If shares offered in such manner are not 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 and, where this is not possible, through drawing of lots.

Where the Company resolves to issue only Class A or Class B shares, by way of a cash issue or a set-off issue, all 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.

Where the Company resolves to issue warrants or convertibles by way of a cash issue or a set-off issue, the shareholders hold pre-emption rights to subscribe for warrants as if the issue concerned the shares available for new subscription based on the right of option or pre-emption right to subscribe for convertibles as if the issue concerned the shares with which the convertibles may be swapped.

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.

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.

Article 7 Board of Directors and auditors

The Board of Directors shall comprise of not less than five (5) and not more than seven (7) board members. The Board of Directors is elected annually at the same Annual General Meeting for the period until the end of the next Annual General Meeting.

One (1) or two (2) auditors with or without deputy auditors are appointed to review the Company’s annual report and accounts as well as the board’s and the CEO’s administration. The Company’s auditor must be a chartered auditor.

Article 8 Notice to attend General Meetings

Notice of a General Meeting shall be given through an announcement in the Swedish National Gazette (Post- och Inrikes Tidningar). The notice must be announced in Dagens Industri.

Notice of an Annual General Meeting or Extraordinary General Meeting where amendments to the Articles of Association are to be considered shall be given no earlier than six (6) and no later than four (4) weeks before the meeting.

Notice of another Extraordinary General Meeting shall be given no earlier than six (6) and no later than two (2) weeks before the meeting.

To be entitled to attend a General Meeting, shareholders shall notify the Company no later than the day that has been announced in the notice of the General Meeting. The aforementioned day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be more than five working days before the General Meeting.

Shareholders may be accompanied at the General Meeting by a maximum of two assistants, on the condition that the shareholder notifies the Company of the number of assistants in the manner stated in the registration.

Article 9 Annual General Meeting

The Annual General Meeting shall be held annually within six months after the end of the financial year.

The following matters shall be considered at the Annual General Meeting.

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two reviewers to verify the minutes.
5. Determination of whether the meeting was duly convened.
6. Presentation of annual report and auditor’s report and, where applicable, the consolidated financial statements and the consolidated auditor’s report.
7. Resolution:
– 1. Regarding adoption of the income statement and balance sheet, and, where applicable, the consolidated income statement and consolidated balance sheet.
– 2. Regarding allocation of the Company’s profit or loss according to the adopted balance sheet.
– 3. Regarding discharge from liability for the Board members and the CEO.
8. Determination of fees for the Board members and the auditor.
9. Election of the Board of Directors and auditors when this is to take place.
10. Any other business incumbent upon the meeting in accordance with the Swedish Companies Act or the Articles of Association.

Article 10 Financial year

The Company’s financial year is 1 September to 31 August.

Article 11 Share conversion clause

Class A shares may be converted to Class B shares. Requests for conversion must be made in writing to the Company’s board. The request shall state how many shares are to be converted and, if the conversion does not refer to the owner’s entire holding of class A, which of these shares the conversion refers to. The conversion must be reported for registration without delay and is executed when registration has taken place and is recorded in the share register. In the event that share certificates have been issued, they must be exchanged as soon as possible thereafter.

Article 12 Reconciliation reservations

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

Investor relations

John Wennevid, CFO (+46) 340 59 25 59 jw@fortinova.se

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