Kungsleden’s Articles of Association, adopted at the Annual General Meeting 2011 on 13 April, 2011.
Articles of Association KUNGSLEDEN AB (PUBL), corporate identity no. 556545-1217
§ 1The corporate name is Kungsleden Aktiebolag, a public limited liability company (publ).
§ 2The registered office is in the Municipality of Stockholm (Sweden).
§ 3The company owns and manages shares in companies active in the property segment and conducts associated business.
§ 4The share capital is a minimum of SEK 32,000,000 and a maximum of SEK 128,000,000.
§ 5There will be a minimum of 76,800,000 shares and a maximum of 307,200,000 shares.
§ 6The Board of Directors comprises between three and eight members with a maximum of two deputies.
§ 71-2 auditors with or without deputies, or one registered public accounting firm, shall be appointed. The auditors term of office shall last until the close of the Annual General Meeting which is held during the fourth financial year after the election of the auditor.
Notification of a General Meeting shall be published in the Official Swedish Gazette and at the company’s website. An announcement with information that notification of the General Meeting has been issued shall be published in Dagens Nyheter. If Dagens Nyheter should cease to be a national daily newspaper, such notice shall instead be published in Svenska Dagbladet.
Shareholders intending to participate in shareholders’ meetings must first be recorded in the print-out or other statement of the complete share register as of five days prior to such meeting, and secondly, notify the company by no later than 4 p.m. on the day stated in the notification to attend the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth weekday prior to such meeting.
§ 9The AGM is held annually within six months of the end of the financial year. The Chairman of the Board of Directors, or that party the Board appoints, opens the AGM and leads proceedings until the Chairman is elected.
The following matters are considered at the AGM:
1. Election of a Chairman of the Meeting; 2. Preparing and approving the voting list; 3. Approval of the agenda; 4. Election of one or more people to take the minutes; 5. Evaluation of whether the meeting has been duly convened; 6. Submission of the Annual Report and Audit Report, and where applicable, Consolidated Financial Statements and Consolidated Audit Report;7. Resolution on adopting the Income Statement and Balance Sheet, and where applicable, the Consolidated Income Statement and Consolidated Balance Sheet, appropriation of the company’s profit or loss pursuant to the adopted Balance Sheet, and discharging the Board members and Chief Executive from liability; 8. Determination of the number of Board members and deputies to be elected by the Meeting; 9. Determination of the number of auditors and deputy auditors to be appointed by the Meeting or resolving that an audit firm be appointed, in those cases where auditors are elected; 10. Determination of Directors’ and where applicable audit, fees; 11. Election of the Board of Directors and potential deputies; 12. Election of audit firm or auditor(s) and potential deputy auditors when such election occurs; 13. Other matters for consideration by the Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
§ 10The company’s financial year is the calendar year.
§ 11The company’s shares will be recorded in a control register pursuant to the Swedish Financial Instruments Act (1998:1479).
That shareholder or nominee recorded in the share register, and noted in a control register on the record date pursuant to chap. 4 of the Swedish Financial Instruments Act (1998:1479), or that party recorded in the control account pursuant to chap. 4 § 18 para. 1 clauses 6 – 8 of the above Act, will be considered authorized to exercise the rights pursuant to chap. 4 § 39 of the Swedish Companies Act (2005:551).