Articles of Association

Articles of Association

Corporate registration number: 556056-8817
L E LUNDBERGFÖRETAGEN AB

Article 1 

The business name of the Company is L E Lundbergföretagen Aktiebolag (publ). 

Article 2

The registered office of the Board of Directors is in Stockholm, Sweden. 

Article 3

The object of the Company’s operations is to engage in construction operations, to acquire and manage real and personal estate and to engage in other compatible lines of business. 

Article 4 

The Company’s share capital shall amount to at least SEK 1 800,000,000 and not more than SEK 7,200,000,000. 

Article 5

The number of shares in the Company shall amount to at least 180,000,000 and not more than 720,000,000. The shares are to be issuable in three series, designated Series A, Series B and Series C. Series A shares may be issued in a maximum number of 144,000,000, Series B shares in a maximum number of 720,000,000 and Series C shares in a maximum number of 40,000,000. Each Series A share entitles the holder to ten votes and each Series B and Series C share to one vote. Series C shares do not qualify for dividends. Should the Company be liquidated, each Series C share will entitle the holder to the same portion of the Company’s assets as the other series of shares but such payment may not exceed an amount corresponding to the quotient value of the share indexed per day up to the date of distribution using an interest rate factor of 30-day STIBOR plus 0.5 of a percentage point starting from the date of payment of the subscription proceeds.   

Should the Company decide to issue new Series A or B shares through a cash issue or an issue offsetting debt, holders of Series A and Series B shares are to have preferential rights to the subscription of new shares of the same type in relation to the number of shares already held (primary preferential right). Additional shares, with the exception of what is stipulated above for Series C shares, may not be issued. Shares not subscribed for on the basis of primary preferential rights are to be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription based on subsidiary preferential rights, the shares are to be distributed in relation to the number of shares already held and, insofar as this is not possible, by lottery.  

Should the Company decide that new shares of either Series A or Series B alone are to be issued through a cash issue or an issue offsetting debt, all shareholders, irrespective of whether they own Series A or Series B shares, are to have preferential rights to the subscription of new shares in relation to the number of shares already held. 

Should the Company decide to issue warrants or convertible instruments of debt through a cash issue or an issue offsetting debt, shareholders are to have preferential rights to the subscription of warrants on the same basis as that for the newly issued shares resulting from the option or have preferential rights to the subscription of convertible instruments of debt on the same basis as that for the shares that will be exchanged for the convertibles. 

The aforementioned stipulation is not to constitute any infringement on the possibility to make a decision regarding a cash issue or an issue offsetting debt in which the preferential rights of shareholders are disapplied. 

Should the share capital be increased through a bonus issue, new Series A or Series B shares are to be issued so that the relationship between the number of already existing shares of these series is maintained. In such cases, shares of a specific series carry entitlement to new shares of the same series. Series C shares do not qualify for participation in bonus issues. The aforementioned stipulation is not to constitute any infringement on the possibility, following the requisite amendment in the Articles of Association, to issues shares of a new series through a bonus issue. 

At the request of a holder of Series C shares or at the initiative of the Company following a decision of the Company’s Board of Directors or a resolution from a General Meeting of Shareholders, the share capital may be reduced, although not to less than the minimum share capital, through the redemption of Series C shares. Such a request from a shareholder must be issued in writing to the Company’s Board and the Board must process the request expeditiously. If the Company decides to reduce the share capital, such a decision must apply to all Series C shares. When the decision to reduce the share capital has been made, an amount corresponding to the reduction amount is to be deposited in statutory reserves, assuming that the funds required for this are available. 

The redemption amount per share is to be the quotient value per share indexed per day up to the date of distribution using an interest rate factor of 30-day STIBOR plus 0.5 of a percentage point starting from the date of payment of the subscription proceeds. Holders of shares notified for redemption will be obligated immediately after being informed of the redemption decision to accept the redemption amount offered for the share or, in cases where permission from the Swedish Companies Registration Office is required for a reduction, after being informed that the Swedish Companies Registration Office’s decision has been registered.  

Article 6

Apart from those who, pursuant to Swedish law, are to be appointed by a body other than a General Meeting of Shareholders, the Board of Directors shall consist of not fewer than five and not more than ten members, with not more than three deputies. Board members and deputies are to be elected at the General Meeting for the period until the close of the first Annual General Meeting after the Board members have been elected. The Company must appoint two auditors with or without deputies, or a registered accounting firm as the Company’s auditor. 

Article 7

General Meetings are to be held in Norrköping or Stockholm. Official notice of a General Meeting of Shareholders is to be made in the form of an announcement in Post och Inrikes Tidningar and on the Company’s website. An advertisement is to be placed in Dagens Nyheter confirming that the official notice has been sent. Official notice of a General Meeting of Shareholders must be issued not earlier than six weeks and not later than four weeks prior to the Meeting and in the case of Extraordinary General Meetings convened to address amendments to the Articles of Association not earlier than six weeks and not later than three weeks prior to the Meeting. To be entitled to participate in the business of a General Meeting, shareholders shall notify the Company of their intention to attend the Meeting not later than the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the five weekdays before the Meeting. Shareholders are entitled to be accompanied by advisors, but only if the shareholder notifies the Company of the number of advisors at the time and in the manner stated above. 

The board may before a General Meeting decide that the shareholders will be able to excercise their voting rights in advance (postal voting) pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish companies Act (2005:551).

Article 8 

The following items of business shall be addressed at the Annual General Meeting:  
1. Election of Chairman of the Meeting.  
2. Preparation and approval of the list of shareholders entitled to vote at the Meeting.  
3. Election of one or two minute-checkers.  
4. Approval of the agenda.  
5. Determination of whether the Meeting has been duly convened.  
6. Presentation of the annual report and the auditors’ report and of the consolidated financial accounts and the auditor’s report on the consolidated financial accounts.  
7. Motions concerning  
a. the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.  
b. the discharge of the members of the Board of Directors and of the President from personal liability for the fiscal year.  
c. the disposition to be made of the Company’s profits or losses as shown in the balance sheet adopted by the Meeting.  
8. Determination of the number of Board members and deputy Board members to be elected by the Meeting.  
9. Determination of the fees to be paid to the Board members and, where applicable, to the auditors.  
10. Information regarding the Board members’ assignments for other companies, and election of Board members and, where applicable, auditors and deputy auditors. 
11. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act or the Articles of Association. 

At General Meetings, shareholders are entitled to vote for the full number of shares that they own or represent without limitation on the number of voting rights. If a vote that does not apply to the election of officers results in a tie, the Chairman need not disclose the opinion that he/she supports. 

Article 9 

The Company’s fiscal year shall be the calendar year. 

Article 10 

The Companys shares shall be registered in a Central Securities Depository pursuant to the Swedish Central Securities and Financial Instruments Accounts Act (1998:1479). 

Article 11 

At the request of owners of Series A shares, it is to be possible to convert Series A shares into Series B shares. A written request regarding conversion shall be submitted to the Company’s Board of Directors. The request must stipulate the number of shares to be converted. At a scheduled meeting of the Board of Directors, the Board of Directors is to address the matter of conversion of Series A into Series B shares as requested by their owners. However, the Board of Directors is entitled, if it finds it necessary, to address the matter of conversion at other times than the time mentioned herein. Conversions are to be reported for registration without delay and to become effective as soon as registration has been completed. 

Adopted at the Annual General Meeting held on April 15, 2021.