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Articles of association

Articles of association of Stockholm Nordtech Group AB (publ), with company registration number 559282-0483, adopted [date].

§ 1 Company name

The name of the Company is Stockholm Nordtech Group AB. The Company is a public company (publ).

§ 2 Registered office

The registered office of the Board of Directors is situated in Stockholm, Sweden.

§ 3 Object of the Company

The Company shall carry out consultancy services within business development and organisation, and own and manage real and personal property such as shares, stakes and other securities, and conduct any other activities compatible therewith.

§ 4 Share capital

Share capital and number of shares

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000. 

§ 5 Number of shares

The number of shares shall be not less than 40,000,000 and not more than 160,000,000.

§ 6 Series of shares

The Company shall be able to issue ordinary shares, shares of series A and shares of series B. Each class of shares shall be capable of being issued up to the full share capital.

§ 7 Voting rights

Ordinary shares and shares of series B have one (1) vote. Shares of series A have ten (10) votes.

§ 8 Board of Directors

The Board of Directors of the Company shall comprise not less than three (3) and not more than ten (10) members (without deputies) elected by the general meeting. 

§ 9 Auditors

The Company shall have one or two auditors or one or two registered public accounting firms.

§ 10 Dividends

Shares of series B shall have preferential rights over shares of series A to any dividends resolved upon, to an amount corresponding to an annually compounded interest of 8 percent on the average subscription price paid per share of series B and shareholder contributions made by holders of shares of series B, calculated from the volume-weighted average date of payment of the subscription price for shares of series B and the provision of shareholder contributions, respectively.

Thereafter, shares of series A shall have preferential rights to a dividend corresponding to 25 percent of the amount distributed as aforesaid, which is attributable to the annually compounded interest of 8 percent calculated for the period after 30 November 2021.

Any remaining funds available for distribution to shareholders after the payment of dividends on shares of series A and shares of series B as aforesaid shall be distributed as to 20 percent to shares of series A and as to 80 percent to shares of series B.

Ordinary shares shall not entitle the holder to dividends. 

§ 11 Liquidation

Upon liquidation of the Company, ordinary shares shall have preferential rights over shares of series A and shares of series B to a share of the Company's assets, but only up to an amount corresponding to the quota value of the share. Save as aforesaid, ordinary shares shall not entitle the holder to any share of the Company's assets.

Following the foregoing, upon the liquidation of the Company, shares of series B shall have preferential rights over shares of series A to an amount corresponding to (i) the average subscription price paid per shares of series B and shareholder contributions made by holders of shares of series B, and (ii) an annually compounded interest of 8 percent on the amount referred to in (i), calculated from the volume-weighted average date of payment of the subscription price for shares of series B and the making of shareholder contributions, respectively. From the foregoing amount, a deduction shall be made for an amount corresponding to any equivalent dividends previously paid to shares of series B.

Following the foregoing, shares of series A shall have a preferential right to a distribution corresponding to 25 percent of the amount distributed pursuant to (ii) above and attributable to the annually compounded interest of 8 percent calculated for the period after 30 November 2021. From the foregoing amount, a deduction shall be made for an amount corresponding to any equivalent dividends previously paid to shares of series A.

Any remaining funds available for distribution shall be distributed as to 20 percent shares of series A and as to 80 percent to shares of series B. 

§ 12 Redemption

At the request of a holder of shares of series A, the Board of Directors shall resolve on the redemption of the number of shares of series A covered by the request, provided that (i) the Company has sufficient distributable funds, (ii) the redemption is compatible with the Swedish Companies Act, (iii) an amount corresponding to the redeemed shares' proportion of the share capital is transferred to the reserve fund in accordance with Chapter 20, Section 33 of the Swedish Companies Act, and (iv) the redemption may never be effected in such a manner that the share capital is reduced below the minimum share capital pursuant to these articles of association. Such redemption shall be effected without consideration.

§ 13 Shareholders' preferential rights in connection with share issues etc.

In the event of an increase of the Company's share capital through a cash issue or set-off issue, where new ordinary shares, shares of series A and shares of series B are issued, each class of shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares the holder previously owns. The other classes of shares shall have a secondary right to subscribe for the portion of the issue not subscribed for by shareholders entitled to preferential rights. In the event of oversubscription, the shares shall be allocated in proportion to the number of shares previously held and, to the extent that this cannot be done, by drawing lots.

In the event of an increase in share capital through a bonus issue, new shares of each class shall be issued in proportion to the number of existing shares of the same class. Thereby, old shares of a certain class shall entitle the holder to preferential rights to new shares of the same class in proportion to their respective share of the share capital.

If the Company decides to issue shares of only one class through a cash issue or set-off issue, all shareholders, regardless of class of shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously own.

If the Company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue involved the shares that may be subscribed for by exercising the warrants, and preferential rights to subscribe for convertibles as if the issue involved the shares that the convertibles may be exchanged for.

The above shall not imply any restriction on the ability to resolve a cash issue or set-off issue with deviation from the shareholders' preferential rights. 

§ 14 Notice of general meetings

A notice convening a general meeting shall be published in the Swedish Official Gazette (Sw. Post och Inrikes Tidningar) and posted at the Company’s website. Simultaneously with the convening, the Company will inform of the convening through a notice in Dagens Industri.

Shareholders wishing to participate at a general meeting shall notify the Company no later than the day stated in the notice for the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be a day falling earlier than the fifth weekday before the day of the general meeting.

A shareholder may be accompanied by one or two assistants at the general meeting, but only if the shareholder has notified the Company on the number of assistants in the manner prescribed in the paragraph above.

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The Board of Directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act. 

§ 15 Business of the annual general meeting

The annual general meeting is held annually within six months after the end of the financial year. The following items shall be addressed at the annual general meeting:

  1. Election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to approve 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 applicable, the consolidated annual report and the consolidated auditor’s report
  7. Resolutions regarding:
    1. adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet
    2. allocation of the Company’s profit or loss in accordance with the adopted balance sheet, and
    3. discharge from liability of the members of the Board of Directors and the managing director
  8. Determination of the number of Board members and auditors
  9. Determination of remuneration to the Board of Directors and the auditor
  10. Elections of members of the Board of Directors and auditors
  11. Other matters to be dealt with at the meeting pursuant to the Swedish Companies Act or the articles of association

§ 16 Financial year

The Company’s financial year shall be the calendar year.

§ 16 Central securities depository clause

The Company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).