Articles of association
Articles of association
Articles of association of Vimian Group AB (publ), Reg. No. 559234-8923, adopted at the annual general meeting held on 24 May 2021.
§ 1 Name of company
- The name of the company is Vimian Group AB. The company is public (publ).
§ 2 Registered office of the company
- The registered office of the company is situated in Stockholm.
§ 3 Objects of the company
- The object of the company’s business is directly or indirectly, to own and manage real and movable property, and any other activities compatible therewith.
§ 4 Share capital and number of shares
- The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.
- The shares shall be of ordinary shares and reclassifiable Class C shares. The ordinary shares shall carry one (1) vote each and the Class C shares shall carry one-tenth (0.1) vote each. Shares of either class may be issued up to an amount corresponding to the entire share capital.
- Ordinary shares and Class C shares are entitling to dividend.
- The Class C shares may, upon request by a shareholder and by a resolution by the board of directors, be reclassified into ordinary shares. Immediately thereafter, the board of directors shall report the reclassification to the Swedish Companies Registration Office for registration. The reclassification is effected when it has been registered and the reclassification been noted in the central securities depository register.
- Reduction of share capital, which in any case shall not fall below the minimum share capital, may, upon the request of an owner of Class C shares and a resolution by the company’s board of directors or the general meeting, take place through redemption of Class C shares. A request from an owner of Class C shares shall be made in writing. When a resolution on reduction has been passed, the reduction amount shall be transferred to the company’s reserve fund. The redemption price shall correspond to the lower of (i) 50 per cent of the subscription price in SEK at which C-shares in the company has been subscribed for which are subject to reduction at a date when the board of directors passes a resolution on reduction; however that in the event C-shares reduced on the same date have been subscribed for at different subscription prices, the average price shall apply; and (ii) 50 per cent of the volumeweighted average share price for the company’s ordinary share during the preceding three months at the time of the redemption resolution. The redemption price shall be paid no later than three (3) months after the registration of the board of directors’ resolution of the redemption of shares.
§ 5 New shares
- If the company resolves to issue new ordinary shares and Class C shares, against payment other than contribution in kind, owners of ordinary shares and Class C shares shall enjoy preferential rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preferential rights). Shares which are not subscribed for pursuant to the primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the number of shares thus offered are not sufficient for the subscription on the basis of subsidiary preferential 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 to issue new shares of either solely ordinary shares or Class C shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are ordinary shares or Class C shares, have preferential rights to subscribe for new shares pro rata to the number of shares previously held by them.
- Should the Company resolve on an issue of warrants or convertibles, against other payment than contribution in kind, the above stated regarding the shareholders‘ preferential rights should apply mutatis mutandis.
- The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights.
- Upon an increase in the share capital by way of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.
§ 6 Board of directors
- The board of directors elected by the general meeting shall consist of not less than three (3) members and not more than ten (10) members.
§ 7 Auditors
- The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.
§ 8 Notice of general meetings
- Notice of general meetings shall be made through announcement in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Dagens Industri that a notice of a general meeting has been issued.
§ 9 Participation at general meetings
- In order to participate at a general meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the general meeting. Such a day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the general meeting.
- A shareholder may be accompanied by assistants at a general meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
§ 10 Annual general meeting
- The following matters shall be addressed at the annual general meeting.
- 1. Election of a chairman of the meeting;
- 2. Preparation and approval of the voting register;
- 3. Approval of the agenda;
- 4. Election of one or two persons to attest the minutes;
- 5. Determination of whether the meeting was duly convened;
- 6. Submission of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group;
- 7. Resolutions regarding a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet; b) allocation of the company’s profit or loss according to the adopted balance sheet; c) discharge from liability for board members and the managing director;
- 8. Determination of the number of members of the board of directors, and the number of auditors and deputy auditors;
- 9. Determination of fees for the board of directors and the auditors;
- 10. Election of the members of the board of directors and auditors and deputy auditors;
- 11. Any other business incumbent on the meeting according to the Companies Act or the articles of association.
§ 11 Collecting of powers of attorneys and vote by post
- The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).
- The board of directors has the right before a general meeting to decide that the shareholders shall be able to exercise their right to vote by post before the general meeting.
§ 12 Financial year
- The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.
§ 13 Central securities depository clause
- The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).