Articles of Association
The company's name is AB Sagax. The company is a public limited liability company (publ).
The Board shall have its registered office in the city of Stockholm.
The company shall, directly or through its subsidiaries, own, manage and conduct business with real property, along with activities related to such operations.
Share capital shall be at least SEK 300 million and at most SEK 1,200 million.
5.1 Class of shares
The number of shares shall be at least 160 million and at most 640 million. Four classes of shares may be issued: Common shares in series A, B and D and preference shares.
Preference shares, Class A common shares, Class B common shares and Class D common shares may be issued at an amount corresponding to, in total, a maximum of 100% of share capital.
Each Class A common share entitles the holder to one (1) vote. Each Class B and D common shares entitles the holder to one-tenth (1/10) of a vote.
Each preference share entitles the holder to one-tenth (1/10) of a vote.
5.2 Profit distribution on common shares
All common shares shall have the same rights to dividend without preferential rights in relation to each other.
If any dividend is declared:
- Class A and B common shares are entitled to the same dividend per share.
- Class D common shares are entitled to five (5) times the total dividend on Class A and B common shares, however, no more than two (2.00) SEK per share and year.
If the dividend on Class D common share is lower than two (2.00) SEK, the maximum permitted dividend of two (2.00) SEK shall be increased so that the shortfall up to two (2.00) SEK per year may be distributed later if sufficient dividends on common shares are declared subsequently, whereupon the maximum permitted dividend shall be two (2.00) SEK.
Disbursement of dividends relating to Class A and B common shares shall be made in a single instalment or in four (4) equal instalments in which case the record dates for payment of dividends shall be the last business day in June, September, December and March.
Disbursement of any dividend relating to Class D common shares shall be made in four (4) equal instalments. Record dates for payment of dividends shall be the last business day in in June, September, December and March.
5.3 Profit distribution on preference shares
The preference shares shall have preferential right over the common shares to an annual dividend of two (2) SEK per share, paid out quarterly at SEK 0.50 per share. The record dates for payment of dividends shall be the last business day of each of the following months: June, September, December and March. The profit reported in the adopted balance sheet, which may be distributed in accordance with the provisions on protection of the company's restricted equity and the prudence rule stated in Chapter 17, Section 3 of the Swedish Companies Act, and which is an amount not exceeding what has been proposed by the Board as distribution of dividends, may not be exempt from dividends to preference shareholders unless it has thus been decided by at least two-thirds of the representation of preference shares at the annual general meeting of shareholders. If no such dividends have been paid, or if only dividends of less than two (2) SEK per preference share have been paid for one or more years, the preference shares shall then entitle their holders to, from the following year's distributable funds, also receive the Outstanding Sum (as per the definition, below) (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum) before dividends on common shares may occur. If no dividends have been paid, or if only dividends of less than two (2) SEK per preference share have been paid for one or more years, the following year's annual general meeting of shareholders will then decide on the distribution of quarterly payment of the Outstanding Sum. The preference shares shall otherwise not entitle the holder to any dividends.
At each individual quarter, the difference between SEK 0.50 and the paid dividend per preference share will be added to the “Outstanding Sum” (provided that the dividend decided at the annual general meeting of shareholders is less than two (2) SEK per preference share). If the dividend per preference share is made in accordance with a decision at a general meeting of shareholders other than the annual general meeting of shareholders, the distributed amount per preference share shall be deducted from the Outstanding Sum. The deduction shall occur as of the dividend payment date to preference shareholders and shall thus be deemed equivalent to settlement of the portion of the Outstanding Sum that was first to arise. The Outstanding Sum shall be increased by a factor corresponding to an annual interest rate of seven (7) percent ("Indexation Sum"), and the accrual start date shall be the date of payment for the quarterly dividend. Furthermore, the amount shall be based on the difference between SEK 0.50 and the paid dividend amount per preference share on that same date of payment for the quarterly dividend. In instances where that payment occurs at some other point in time than the date that is one full year subsequent to the date when the addition or deduction from the Outstanding Sum occurred, the upwards adjustment of the amount that was added or deducted shall occur by an amount corresponding to the indexation factor multiplied by the fraction of the year that has elapsed. The accrued Indexation Sum is added to the Outstanding Sum and it shall thereafter be included in calculation of the Indexation Sum.
5.4 Dissolution of the company
Upon dissolution of the company, preference shares will entitle the holder to receive from the company's remaining assets, an amount per share that is calculated as the sum of thirty (30) SEK and any Outstanding Sum in accordance with item 5.3 (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum) before any distributions are made to owners of common shares. The preference shares shall otherwise not entitle the holder to any distribution proceeds.
Upon dissolution of the company, all common shares will have the same right to distribution proceeds. However, Class D common shares will be entitled to no more than thirty five (35) SEK per share.
5.5 Share issues
For new share issues paid in cash or via offset, shareholders have pre-emption rights to the new shares in the following way: old shares shall entitle the holder to pre-emption rights on new shares of the same class; any shares not subscribed for by such eligible shareholders will be offered to all holders of shares and, in instances where the entire number of shares are not subscribed for via the latter offer, the shares will then be distributed amongst holders in relation to the number of shares they owned before and, to the extent that this is not possible, through lottery.
For new share issues paid in cash or via offset of only one class of shares, shareholders have pre-emption rights to the new shares in relation to the number of shares they owned before.
For issues of warrants in exchange for cash or via offset, shareholders have pre-emption rights to subscribe for warrants as if the issue pertained to the shares that could possibly be newly subscribed for because of the warrant. Likewise, for issues of convertibles in exchange for cash or via offset, shareholders have pre-emption right to subscribe for convertibles, as if the issue pertained to the shares that the convertibles could possibly be exchanged for.
The above provisions shall not in any way limit the ability to make decisions on issues of shares, warrants or convertibles with deviation from the shareholders' preferential rights.
An increase in share capital through a bonus issue may only occur through the issuance of Class A and Class B common shares. The interrelationship between the Class A and Class B common shares that were issued by the bonus issue and the previously issued Class A and Class B common shares shall remain unchanged. The bonus shares shall be distributed amongst common shareholders according to the number of common shares of the same share type that the owned before. The foregoing shall not impose any restriction on the possibility of, via a bonus issue or requisite change to the articles of association, issue shares of a new class
5.6 Redemption of preference shares
A reduction of share capital, however not below the minimum amount, may occur subsequent to a general meeting of shareholders' decision via a redemption of preference shares in accordance with the following grounds.
The general meeting of shareholders decides the number of preference shares to be redeemed each time. Exactly which preference shares will be redeemed is decided at the general meeting by lottery. If the decision is supported by all preference shareholders, however, the general meeting may decide which preference shares will be redeemed.
Holders of a preference share that has been ordered for redemption shall be obliged to accept payment for the share at an amount calculated as the sum of SEK 35 plus any Outstanding Sum as per item 5.3 (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum up to and including the date when payment of the redemption amount falls due). This shall occur either three months after the holder has been notified of the redemption decision, or, in instances where court approval for the decrease is required, three months after the holder has been notified of the fact that the court's legally binding decision approving the redemption has been registered. From the day when payment of the redemption amount falls due, all calculations of interest shall cease thereafter.
5.7 Share conversion clause
Class A common shares shall, upon request by the owner of such shares, be converted to Class B common shares. The conversion request, must be submitted in writing to the Board of Directors and it must state the number of Class A common shares that are to be converted to Class B common shares and, if the request does not apply to the entire holding, which Class A common shares the conversion pertains to. The company must immediately notify the Swedish Companies Registration Office so that the conversion can be registered in the Register of Companies. The conversion is completed once registration has occurred and is recorded in the CSD register.
Preference shares shall, upon request by owner of such shares, be converted to Class D common shares. Conversion shall only be possible under the provision that no increase of the permitted dividend related to Class D common shares is effective. The conversion request, must be submitted in writing to the Board of Directors and it must state the number of preference shares that are to be converted to Class D common shares and, if the request does not apply to the entire holding, which preference shares the conversion pertains to. The conversion is completed once registration has occurred and is recorded in the CSD register.
The Board of Directors shall be comprised of at least three (3) and at most eight (8) members, not including deputies.
The company shall have one or two auditors with or without deputy auditor(s) or one registered audit firm.
Notice of a general meeting of shareholders shall be published in PoIT [the Official Swedish Gazette] as well as on the company's website. The fact that notice has been published shall be advertised in Svenska Dagbladet newspaper. In order to participate in a general meeting, the shareholder must submit registration to the Board of Directors no later than on the day that is stipulated in the notice of the general meeting. However, that day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and neither may it be a day that is less than five working days prior to the general meeting.
Decisions on the following matters shall be valid only if they are supported by at least two-thirds of representatives of preference shareholders in attendance at a general meeting, unless the Swedish Companies Act stipulates a higher majority.
- Decisions on changes to the articles of association that impact the rights that come with preference shares in any respect; and
- Decisions on a new issue of preference shares that in any way entitles the holder to better rights to the company's results than the preference shares.
The calendar year shall be the company's fiscal year.
The annual general meeting of shareholders shall be held no earlier than the day after the last working day of the month of March and no later than 15 June. The following matters shall be dealt with at the annual general meeting of shareholders:
- Election of Chairman of the Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons appointed to verify the minutes
- Determination of whether the Meeting has been duly convened
- Presentation of the annual accounts and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report for the group.
a. on adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
b. on allocation of the company's profit or loss according to the adopted balance sheet
c. on the discharge from liability for Board members and the Managing Director
- Determination of remuneration for Board members and auditors
- Election of Board of Directors and auditor, as well as any deputy auditor(s)
- Other matters to be addressed at the Meeting in accordance with the Swedish Companies Act or the articles of association.
In the event of a dispute between the company and its Board of Directors, a Board member or a shareholder, the dispute shall be settled by an arbitrator in accordance with the Swedish Arbitration Act.
The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).
Adopted at the company's annual general meeting on 4 May 2017.