§ 1 Company name
The company’s name is Karnov Group AB (publ).
§ 2 Registered office
The company is to have its registered office in Stockholm.
§ 3 Object of the company’s business
The objects of the company’s business shall be to own and administer real property and tangible goods.
§ 4 Share capital
The share capital shall be not less than SEK 688,067 and not more than SEK 2,752,268.
§ 5 Number of shares
The number of shares shall be not less than 44,724,355 shares and not more than 178,897,420 shares.
§ 6 Classes of shares
Shares may be issued in two classes, ordinary shares and shares of series C.
Ordinary shares and shares of series C may be issued up to a number corresponding to the maximum number of shares set out in § 5 of these articles of association.
Ordinary shares shall have one vote per share and shares of series C shall have one-tenth of a vote per share.
Shares of series C shall not be entitled to dividends. Upon dissolution of the company, shares of series C shall carry equivalent rights to the company’s assets as ordinary shares, however not to an amount exceeding the quotient value of the share.
Should the company resolve to issue new shares of different classes through a cash issue or a set-off issue, holders of ordinary shares and shares of series C shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares the holder previously holds (primary preferential rights). Shares which are not subscribed for with primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If such offered shares are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be allocated in relation to the number of shares the shareholder previously held and, to the extent this cannot be done, the allocation shall be decided by the drawing of lots.
Should the company resolve to issue new shares of only one class through a cash issue or a set-off issue, all shareholders shall, regardless of share class, have preferential rights to subscribe for new shares in relation to the number of shares previously held by them.
Should the company resolve to issue warrants through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscription of the new warrants as if the issue related to the shares that may be subscribed for following an exercise of the warrants.
Should the company resolve to issue convertible debt instruments through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscription of the convertible debt instruments as if the issue related to the shares that may be subscribed for following a conversion.
What is stipulated above shall not restrict the possibilities for resolving on a cash issue or a set-off issue with deviation from the shareholders’ preferential rights.
In the event of an increase of the share capital by a bonus issue, new shares of each class shall be issued in relation to the number of shares of the same class already issued. In such cases, shares of a specific class carry preferential rights to new shares of the same class. This shall, however, not entail any restriction in the possibility to issue new classes of shares through a bonus issue following necessary amendments of the articles of association.
§ 7 Conversion clause
Shares of series C held by the company may, upon request of the board of directors be converted into ordinary shares. If a share of series C is converted, it shall be immediately reported to the Swedish Companies Registration Office for registration in the Companies Register. The conversion is effected when it has been registered in the Companies Register and it has been entered in the central securities depository register.
§ 8 Redemption clause
Reduction of share capital, subject to the minimum share capital pursuant to § 4 of these articles of association, may, by resolution of the board of directors, be made by redemption of all shares of series C. The redemption amount per share of series C shall correspond to the quotient value of the shares. Holders of shares of series C that are subject to redemption shall immediately following notice of the resolution on redemption, accept the redemption payment for the shares and, where applicable, hand over the share certificates for the shares to the company.
§ 9 Board of directors
The board of directors shall consist of not less than three members and not more than ten members without deputy members.
§ 10 Auditor
The company shall have one or two auditors. A registered accounting firm may be appointed as auditor.
§ 11 Notice of general meetings
Notice of general meetings shall be made by an announcement in the Official Swedish Gazette and by making the notice available on the company’s website. The company shall advertise in Dagens Industri that notice have been made.
§ 12 Right to participate at general meetings
Those who wish to attend a general meeting must be entered as a shareholder in the share register in the manner prescribed by the Companies Act and give notice of attendance to the Company no later than the day set out in the notice to attend the general meeting. Such day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting.
Shareholders may be accompanied by not more than two advisors at the general meeting, however, only if the shareholder has notified the company of the number of advisors in the manner stated in the previous paragraph.
§ 13 Postal voting and proxy collection
The Board of Directors may collect powers of attorney in accordance with the procedure stated
in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The Board of Directors has the right before a general meeting to resolve that shareholders shall
be able to exercise their right to vote by post before a general meeting in accordance with the
procedure stated in Chapter 7, Section 4a of the Swedish Companies Act (2005:551).
§ 14 Annual general meeting
The following matters shall be address at annual general meetings:
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Submission of the annual report and the auditor’s report and, if applicable, the consolidated financial statements and the auditor’s report for the group
- Resolutions regarding:
a) Adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet
b) Allocation of the company’s profit or loss according to the adopted balance sheet
c) Discharge from liability for the members of the board of directors and the managing director
- Determination of the number of members of the board of directors and the number of auditors
- Determination of the fees to be paid to the members of the board of directors and the auditors
- Election of members of the board of directors and auditors
- Other matters to be addressed by the general meeting pursuant to the Swedish Companies Act or the articles of association
§ 15 Financial year
The company’s financial year shall be the calendar year.
§ 16 CSD clause
The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositaries and Financial Instruments Accounts Act.