Articles of Association for Catena AB (publ) (Corporate Reg. No: 556294-1715)
These Articles of Association were approved at the Annual General Meeting on April 14, 2011
(Corporate Reg. No: 556294-1715)
§ 1 Registered name of the Company
The registered name of the Company is Catena AB (publ). The Company is a public company.
§ 2 Registered office of the Board of Directors The registered office of the Board of Directors shall be in Solna, Stockholm County.
§ 3 Operations The object of the Company's operations is, directly or through subsidiaries, to conduct property management, to acquire and dispose of real property, to provide services, development work and administration, manage securities, and any other activities compatible therewith.
§ 4 Share capital The Company's share capital shall amount to not less than SEK 50,000,000 and not more than SEK 200,000,000.
§ 5 Number of shares The number of shares in the Company shall not be less than 10,000,000 and not more than 40,000,000.
§ 6 Board members The Board of Directors shall consist of not less than five and not more than nine members.
§ 7 Auditors The Company shall have one or two auditors and a corresponding number of deputies or one or two registered firms of auditors.
§ 8 Location of Annual General Meeting The Annual General Meeting shall be held in Gothenburg or Stockholm.
§ 9 Notice of Annual General Meeting Notice of Annual General Meetings shall be provided through an announcement in Post och Inrikes Tidningar (Swedish Official Gazette) and on the Company's website. At the time of the notice, information that the notice of the Annual General Meeting has occurred shall be announced in Svenska Dagbladet. -2-
§ 10 Right to participate in the Annual General Meeting Shareholders who wish to participate in a General Meeting of shareholders shall be recorded as shareholder in a print-out or other manifestation of the share register five weekdays prior to the Meeting, as set out in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551), and must notify the Company not later than the day set forth in the notice of the Meeting. The last-mentioned day must not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
§ 11 Assistants to shareholders Shareholders may be accompanied by assistants at a General Meeting if the shareholder registers this in the manner specified in the preceding paragraph.
§ 12 Annual General Meeting At the Annual General Meeting, the following items of business shall be addressed:
1 Election of Chairman of the Meeting.
2 Preparation and approval of the list of voters.
3 Approval of the agenda.
4 Election of one of two minute-checkers.
5 Determination of whether the Meeting has been duly convened.
6 Presentation of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report on the consolidated financial statements.
7 Motions concerning:
a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet.
b) the disposition to be made of the Company's profits or losses as shown in the balance sheet adopted by the Meeting.
c) the discharge of the members of the Board of Directors and of the President from personal liability.
8 Determination of the number of Board members, as well as auditors and deputy auditors.
9 Determination of the fees to be paid to the Board of Directors and auditors.
10 Election of Board members as well as the auditors and deputy auditors or registered auditing firm. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act or the Articles of Association.
§ 13 Fiscal year The Company's fiscal year shall extend to one calendar year. -3-
§ 14 Record date provision The shareholder or trustee who on the stipulated record date is entered in the Share Register and such other register that is stipulated in Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or recorded in the custody (CSD) account pursuant to Chapter 4, Section 18, first paragraph, lines 6-8 of the stated Act shall be considered authorized to exercise the rights supported by Chapter 4, Section 39 of the Swedish Companies Act (2005:551).