Articles of association for Berner Industrier AB (Reg. No. 556026-3666)
Adopted at the annual general meeting on 25 April 2024.
1 § Business name
The company’s business name is Berner Industrier AB. The company is a public company (publ).
2 § Registered office
The company’s registered office shall be situated in Stockholm municipality.
3 § Object of the company’s business
The company’s business is to, directly or indirectly, acquire, own and manage real estate and movable property, including companies, as well as other activities compatible therewith.
4 § Share capital
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
5 § Number of shares
The number of shares shall be not less than 15,000,000 and not more than 60,000,000.
Two classes of shares may be issued, class A and class B. Each share of class A shall carry ten (10) votes, and each share of class B shall carry one (1) vote. Shares of either class may be issued up to an amount corresponding to the entire share capital.
If the company resolves to issue new shares of two classes, class A and class B, through a cash issue or an issue with payment by set-off, owners of shares of class A and class B shall enjoy pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the subsidiary pre-emption rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.
If the company resolves only to issue shares of one class through a cash issue or an issue with payment by set-off, all shareholders shall, irrespective of share class, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.
If the company resolves to issue warrants or convertibles through a cash issue or an issue with payment by set-off, the shareholders shall have pre-emption rights to subscribe for warrants as if the issue applied to the shares that may be subscribed for pursuant to the right of option and pre-emption rights to subscribe for convertibles as if the issue applied to the shares that the convertibles may be converted to, respectively.
The above shall not limit the right to resolve upon a cash issue or an issue with payment by set-off with deviation from the shareholders’ pre-emption rights.
In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In this connection, the owners of existing shares of a certain class shall have pre-emption rights to new shares of the same class. This shall not restrict the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.
5 § CSD-registered company
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).
6 § Financial year
The company’s financial year shall be the calendar year.
7 § Board of directors
The board of directors shall consist of not less than three (3) members and not more than seven (7) members with no deputy members.
8 § Auditor
For audit of the company´s annual report together with the accounts and the board´s and the managing director´s administration one (1) or two (2) auditors (or registered auditing companies) shall be appointed with or without deputy auditors.
9 § Notice of general meeting
Notices of general meeting shall be made by advertising in Post- och Inrikes Tidningar (the Swedish Official Gazette) and the company’s website. The fact notice has been issued shall be announced in Dagens Industri.
10 § Notice of participation in general meeting
A shareholder, who wants to participate in a general meeting must notify the company not later than on the day specified in the notice of the meeting. The day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two counsels) at the general meeting the number of counsels must be stated in the notice of participation.
11 § The attendance of third parties at the general meeting
The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have the right to attend or in another way observe the negotiations at the general meeting.
12 § Collection of proxies and voting via postal service
The board of directors may, in connection with a general meeting, collect proxies on the expense of the company in accordance with the procedure described in chapter 7 section 4, second paragraph of the Swedish Companies Act.
The board of directors may, prior to a general meeting, decide to allow the shareholders to exercise their right of voting via postal service in advance of the general meeting. The postal vote may, if the board of directors so decides, be submitted by e-mail or otherwise by electronic means.
13 § Place for general meeting
General meeting shall be held where the company’s registered office is situated or in
Stockholm municipally.
14 § Business at annual general meetings
Annual general meeting is held annually within six months of the end of the financial year. The following business shall be addressed at annual general meetings:
1. election of a chairman of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes;
5. determination of whether the meeting was duly convened;
5 (6)
6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
9. resolutions regarding discharge from liability of the members of the board of directors and the managing director;
10. determination of the number of members and deputy members of the board of directors and, where applicable, the number of auditors and deputy auditors;
11. determination of fees for the board of directors and auditors;
12. election of the members of the board of directors, chair of the board and, where applicable, auditors and deputy auditors;
13. other matters to be addressed by the annual general meeting, which are set out in the Swedish Companies Act or the company’s articles of association.
15 § Conversion clause
Shares of class A may upon request of the owner of such shares be converted into shares of class B. The request for conversion shall be made in writing to the company, whereby the number of shares to which the request refers shall be stated. The conversion shall thereafter without delay be reported to the Swedish Companies Registration Office for registration and will be deemed to have been effected as soon as the registration is completed and it has been noted in the central securities depository register.
16 § Post-transfer purchase clause
If a class A share has been transferred to a new owner, the other shareholders owning shares of the same class shall be entitled to purchase the share. The new owner of the share shall, as soon as possible, and in the manner set out in the Companies Act, notify the board of directors of the share transfer (“Post-transfer Purchase Offer”). A Post-transfer Purchase Offer may not be exercised in respect of a smaller number of shares than the shares covered by the offer.
The board of directors shall immediately give notice of the Post-transfer Purchase Offer to every post-transfer purchase rights holder with a known postal address. The notice shall indicate the period within which requests to exercise post-transfer purchase rights are to be made. Requests to exercise post-transfer purchase rights must be made within two (2) months of a proper Post-transfer Purchase Offer in accordance with the above. If requests to exercise post-transfer purchase rights are made by more than one post-transfer purchase rights holder, the shares shall, to the greatest extent possible, be distributed amongst the post-transfer purchase rights holders in relation to their previous shareholdings of class A shares in the company. Any remaining shares shall be distributed through the drawing of lots by the board of directors.
If a share has been transferred through a sale, the price to be paid upon the exercise of post-transfer purchase rights shall equal the purchase price. No other conditions shall apply.
Where the transferee and the person requesting a purchase pursuant to a post-transfer purchase rights fail to agree upon the purchase, the person requesting the purchase may initiate proceedings within two (2) months of the date on which the request was made to the board of directors. Such dispute shall be settled by arbitration.
The price to be paid upon the exercise of post-transfer purchase rights shall be paid within one (1) month of the date on which the price was determined.
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This is an English convenience translation of the Swedish original Articles of association. In case of discrepancies between the Swedish original and the English translation, the Swedish original shall prevail