Articles of association

§1
The registered name of the company is Melker Schörling AB. The company is a public company (publ).

§2
The registered seat of the company's board is in Stockholm.

§3
The object of the company's operations is to own and manage fixed assets and other securities and to operate therewith related business activities.

§4
The company's share capital will be a minimum of two million three hundred and twenty-six thousand and three hundred (2,326,300) Swedish kronor and a maximum of nine million three hundred and five thousand and two hundred (9,305,200) Swedish kronor.

§5
The number of shares will not be less than hundred million (100,000,000) and not more than four hundred million (400,000,000).

§6
The board of directors will consist of at least three (3) and not more than eight (8) members. The members are elected on a General Meeting for the time until the first Annual General Meeting that is held after the year in which the board was appointed.

§7
For auditing of the financial reporting and management the annual general meeting shall appoint one (1) or two (2) auditors with a maximum of two (2) deputies or one (1) registered auditing company.

§8
Notice will be given by a notation in Post- och Inrikes Tidningar and on the company's website, whereas an announcement that the notice has been given will be made in Dagens Nyheter.

§9
The Annual General Meeting will be held annually in Stockholm, Gothenburg, Malmö, Karlshamn, Kristianstad, Eskilstuna, Linköping or Gislaved.

§10
In order to gain admission to the annual general meeting, shareholders must both exist in the shareholder register five days before the meeting as well as apply to the company by no later than 4 p.m. on the day stated in the notice of the annual general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, nor may it fall earlier than the fifth week day before the annual general meeting.

Shareholders may, on the Annual General Meeting , bring one or two assistants, however, only if those are reported as mentioned in previous paragraph.

§11
The company's financial year will be the calendar year 1st of January – 31st of December.

§12
The following business will be dealt with at the Annual General Meeting:

  1. Election of the chairman of the Annual General Meeting .
  2. Drawing-up and approval of the register of voters;
  3. Approval of the agenda;
  4. Election of one or two scrutineers, besides the chairman, to sign the minutes;
  5. Consideration of whether the annual general meeting has been properly convened;
  6. Presentation of the annual report and audit report, and also the consolidated annual report and consolidated audit report;
  7. Adoption of the income statement and balance sheet and also the consolidated income statement and consolidated balance sheet;
  8. Allocation of the company's profit or loss as shown in the balance sheet adopted;
  9. Discharge from liability to the company of the board members and managing director;
  10. Determination of the number of board members and, where applicable, auditors;
  11. Determination of fees for the board members and, where applicable, the auditors;
  12. Election of board members and, where applicable, auditors;
  13. Any other business incumbent on the annual general meeting under the Swedish Companies Act or the company's articles of association.

§13
Reduction of shareholder equity, however, never below the minimum mentioned in § 4 and the further limitations stated below, may, after request from a holder of a share, be implemented through redemption of that share. Request of redemption shall be done by presenting for the board of directors a correctly filled application form according to appointed form including the number of shares subject to redemption. A redemption request can only be presented during the ten (10) first banking days in April during each an every year 2016 to 2026.

Redemption will occur on the Annual General Meeting day. The redemption sum per share will be equivalent to that share's share of the company's total net asset value. The company’s net asset value per share shall be estimated by the company and shall be based on the market value of its assets reduced by debt and, if applicable, minority interests divided by the number of outstanding shares before dilution as of the Annual General Meeting day. The market value of listed or traded assets is calculated as the average market value during the ten (10) trading days preceding the Annual General Meeting day. If there are less than five (5) days with closed transactions during this time, the average price shall be calculated in a way, which includes five (5) trading days with closed transactions in the share. If there are less than five (5) trading days with closed transactions during the last twenty (20) trading days just preceding the annual general meeting, the price shall be calculated as if it was not traded on any list or exchange. Calculation of the average market value shall be based on each and every share’s or security’s average volume-weighted bid price during the measurement period. In the case concerning a company with more than one category of shares of, which one is publicly traded and one or more than one is not publicly traded, will the calculation of market value for the shares not traded be based on the price of the traded share’s price. The calculation of the net asset value shall be adjusted in such way that the dividend in the portfolio companies, once declared, shall not be included as an asset in Melker Schörling AB at the same time as the share price of the underlying asset is entitled to the dividend. The value of the company’s shares and securities, which are not publicly traded will amount to the, by the company, estimated market value displayed in the annual report presented on the annual general meeting. The value of the company’s debt shall be calculated as its nominal value as of the day before the annual general meeting.

In the case where redemption is requested by numerous shareholders with the result that the total requested amount exceeds the limitations in this text or other valid laws, the total possible redemption amount shall be proportionally distributed between the shares reported for redemption.

The holder of shares reported for redemption is obligated to immediately after receiving information about the board of directors’ decision regarding reduction of share equity accept the redemption fee for the share. The owner of such a share has no right to, of the board determined, dividend resulting from the share.

§14
The company’s shares shall be registered in a “tuning register” according to the Swedish law, act (1998:1479) om kontoföring av finansiella instrument.

This is a translation of the original articles of association constituted in Swedish. The Swedish version will always prevail. The articles of association have been approved and established by the Annual General Meeting on the 21st of May 2015.

 

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