Articles of association of LEAX Group AB (publ),
reg. no. 556658-4479
1 § Name of the company
The company’s business name is LEAX Group AB. The company is public (publ).
2 § Registered office
The board of directors shall have its registered office in Köping municipality, Västmanland county.
3 § Object of the company
The company shall own and manage shares in Swedish and foreign companies, and conduct other activities compatible therewith.
4 § Share capital
The minimum share capital of the company shall be SEK 25,000,000 and the maximum share capital shall be SEK 100,000,000.
5 § Number of shares
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
6 § Share classes
The company shall have two share classes, ordinary shares and preferential shares. Shares of each class may be issued up to an amount corresponding to one hundred (100) per cent of the company’s share capital respectively.
An ordinary share carries ten votes and a preferential share carry one vote.
7 § Dividends
The preference shares shall have priority over the ordinary shares to receive annual dividends of:
(a) for the time up until the day before the date falling 18 months after the day that the initial issue of preference shares in the company was resolved upon by the general meeting of shareholders, SEK 2.5 per share; and
(b) for the time from and including the date falling 18 months after the day that the initial issue of preference shares in the company was resolved upon by the general meeting of shareholders, an amount per share equal to the sum of (i) SEK 3 and (ii) an amount, through not more than SEK 2, equal to the interest component of 3 months STIBOR calculated based on the actual number of days in relation to 360 days, or such base rate replacing STIBOR in accordance with the principles of Fallbackvillkor för företagsobligationer (Eng. IBOR Fall back terms for corporate bonds) published by the Swedish Securities Markets Association, read as of the first Monday in February that is not a banking holiday, multiplied with SEK 50 (each such dividend pursuant to items (a) and (b), a “Preferential Distribution”).
The record date for payments of Preferential Distribution shall be the last banking day in June. “Banking day” refers to a day which is not a Sunday, other public holiday or a day equated to a public holiday with respect to promissory notes (such days are currently Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve). Preferential Distribution with record date in June 2022 for preference shares that by then may be issued shall not be distributed with the in (a) stated full amount, but with an amount that corresponds to SEK 2.5 per share prorated corresponding to time passed from the day that the repayment of the company’s bonds 2018/2022 with ISIN SE0011088954 was executed up until and including the record date for the distribution 2022, calculated based on the actual number of days in relation to 360 days.
If no dividends are paid on preference shares upon the record date, or if the dividends paid amounts to less than the applicable Preferential Distribution, the preference shares shall, provided that the general meeting resolves to pay dividends, confer a right to receive, in addition to future Preferential Distribution, an amount corresponding to the difference between what should have been paid and the actual amount that was paid (the “Retained Amounts”) before dividends are paid on ordinary shares or other value transfers take place to holders of ordinary shares pursuant to Chapter 17 Section 1 of the Companies Act (2005:551). Retained Amounts shall be adjusted upwards by a factor corresponding to an annual interest rate of 5.0 per cent, whereupon an upward adjustment shall take place beginning from the annual date on which the payment amounted to less than the applicable Preferential Distribution.
Except as set out above, the preference shares shall not entitle to any other dividends.
In the case of a change in the number of preference shares through a share split, a reverse share split or other company events that have a similar effect, the amount of dividends that the preference shares entitle to pursuant to §§ 7-9 in these articles of association shall be recalculated to reflect this change.
All ordinary shares shall carry equal rights to dividends without different order of priority between the ordinary shares.
8 § Redemption of preferential shares
A reduction of share capital, although not to a level below the minimum share capital, may be done through the redemption of a certain amount of or all preference shares, after a resolution by the general meeting.
Preferential shares will be redeemed pro rata in relation to the number of preference shares held at the time the redemption resolution is passed by the general meeting. If the allocation, as stated above, does not amount to an even number of shares, the Board of Directors shall decide on the allocation of the excess preference shares to be redeemed. If the resolution by the general meeting is supported by all preference shareholders, the general meeting can, however, resolve on which preference shares are to be redeemed.
The redemption price for each redeemed preferential share shall be (i) SEK 50, plus (ii) any accrued Preferential Distribution, plus (iii) any Retained Amounts adjusted upwards by an amount corresponding to the yearly interest pursuant to 7 § above.
“Accrued Preferential Distribution”refers to accrued Preferential Distribution for the period starting on the first banking day after the last record date for Preferential Distribution up to and including the date of payment for the redemption amount. The number of days shall be calculated based on the actual number of days in relation to 360 days.
Holders of preferential shares which have been submitted for redemption are obliged to, within three months from receiving a written notice of the general meeting’s resolution to redeem shares, accept payment of the redemption amount for the preferential share or, where a decision from the Swedish Companies Registration Office or a court is required, upon receiving notice of such decision becoming legally binding.
9 § Liquidation of the company
In the event the company is liquidated, the preference shares shall have priority over the ordinary shares to receive an amount per preference share of (i) SEK 50, plus (ii) any accrued Preferential Distribution, plus (iii) any Retained Amounts adjusted upwards by an amount corresponding to the yearly interest pursuant to 7 § above before distribution is made to the holders of ordinary shares. The preference shares are not entitled to any other distribution in connection with a liquidation of the Company.
In the event of liquidation of the company, all ordinary shares shall carry equal rights to distributions of the company’s remaining assets.
10 § Pre-emption rights in new share issues and rights to new shares in bonus issues
In the event that the share capital is increased by way of a cash issue or a set-off issue, existing shares shall entail preferential rights to new shares of the same class. Shares which are not subscribed for with primary priority shall be offered for subscription to all shareholders. Unless such offered shares are sufficient for the subscription made with subsidiary preferential right, the shares shall be allocated in relation to the aggregate number of shares the shareholder owned in the company prior to the subscription. To the extent this cannot be done, the allocation shall be decided by the drawing of lots.
In the event that the company resolves to issue new warrants or convertible debt instruments, by a cash issue or a set-off issue, the shareholders shall have preferential rights to the subscription of the new warrants as if the issue related to the shares that may be subscribed for following an exercise of the warrants or, in case of an issue of convertible debt instruments, as if the issue related to the shares that may be subscribed for following a conversion.
What is stipulated above shall not restrict the possibilities for resolving on a cash issue or set-off issue with deviation from the shareholders’ preferential right.
An increase of the share capital by way of a bonus issue may only be executed by issuing ordinary shares. This shall, however, not entail any restriction in the possibility to issue new classes of shares through a bonus issue following necessary amendments of the Articles of Association.
11 § Majority requirements for certain shareholder resolutions
In addition to what follows from the Swedish Companies Act, the following resolutions are valid only if supported by a minimum of two thirds of the preferential shares represented at the meeting.
- Resolution on amendments to the articles of association which affect the rights of preferential shares in any respect; and
- Resolution of new issues of preferential shares with better rights in any respect to the company’s results than the existing preferential shares.
12 § The board of directors
The board of directors shall consist of not less than three (3) and not more than ten (10) members. There shall be no alternate directors.
The appointment of the board directors is in effect during a term running from the annual general meeting on which they appointed until the closing of the following annual meeting.
13 § Auditor
To review of the company’s annual financial report and accounting records, as well as the administration of the managing director, one (1) to two (2) auditors shall be appointed, with or without a deputy auditor, or a registered accounting firm.
14 § General meeting
Notices convening a general meeting shall be announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. At the same time, it shall be announced in Dagens Nyheter that a notice to a general meeting has been made.
Notices convening an annual general meeting and notices convening an extraordinary general meeting in which amendment in the articles of association is proposed shall be announced not earlier than six weeks (6) and not later than four (4) weeks before the meeting. Notices to other general meetings shall be announced not earlier than six (6) and not later than three (3) weeks before the meeting. General meetings may also be held in Stockholm.
15 § Right to participate at general meetings
A shareholder may only participate at the general meeting only if the shareholder notifies the company on the day specified in the notice to the general meeting, at latest. The latter day may not be a Saturday, Sunday or a public holiday general may not occur earlier than seven business days before the general meeting.
The board of directors may collect power of attorneys in accordance with chapter 7 section 4 paragraph 2 in the Swedish companies act (2005:551).
The board of directors may resolve that shareholders shall be able to exercise their voting rights before general meetings in accordance with chapter 7 section 4 paragraph 2 a in the Swedish companies act (2005:551).
16 § Agenda on the annual general meeting
The following matters shall be addressed at the annual general meeting:
- (1) Appointment of chairman of the meeting
- (2) Preparation and approval of voting list
- (3) Appointment of one or two persons to approve the minutes
- (4) Examination of whether the meeting has been duly convened
- (5) Approval of the agenda
- (6) Presentation of the annual report and the audit report and, if applicable, the group accounts and the audit report on the group accounts
- (7) Resolutions on:
a) adoption of the profit and loss statements and the balance sheet and, if applicable, the group profit and loss statements and the group balance sheet
b) allocation of the company’s profits or losses in accordance with the adopted balance sheet.
c) discharge from liability of the members of the board of directors and the managing director
- (8) Determination of compensation to the board of directors and the auditor
- (9) Appointment of:
a) the board of directors and the chairman of the board of directors
b) auditors and, if applicable, deputy auditors
- (10) Any other matter which is incumbent upon the general meeting under the Swedish Companies Act or the articles of association
17 § Financial year
The financial year of the company shall be the calendar year.
18 § Central securities depository provision
The shares of the company shall be registered in a central securities depository in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act.
19 § Pre-emption rights
If title to a preferential share has passed to another person who is not a holder of a preferential share, the share shall immediately, by a written notice to the board of directors, firstly be offered for pre-emption to holders of preferential and secondly to other shareholders of the company. The title to the preferential share shall be proven and, where the share has been acquired through purchase, information shall be given of the purchase price.
The exercise of the pre-emption right may not comprise only part of the preferential shares offered for pre-emption.
Where a share has been offered for pre-emption, the board of directors shall immediately give notice thereof to the entitled shareholders, whose postal addresses are entered in the share register or otherwise known to the company, inviting anyone who wants to exercise his pre-emption right to give notice thereof in writing to the board of directors within two months from the date when the notice of the acquisition was given to the board of directors.
If several shareholders with pre-emption rights give notice to exercise such rights, the shares shall, to the extent possible, be allocated among those shareholders pro rata to their previous holdings of shares. Remaining shares shall be allocated by the board of directors by way of drawing lots.
Where title to a preferential share which is subject to pre-emptive rights has passed against consideration in cash, the redemption amount shall equal the consideration, unless special reasons require otherwise. If shareholders with pre-emptive rights and the new holder of the preferential share cannot agree on the redemption amount, it shall be decided by an independent valuer appointed by Stockholm Chamber of Commence (Sw. Stockholms Handelskammare). The pre-emption price shall be paid within one month from the date when the pre-emption price was determined.
A claim relating to pre-emption rights must be submitted within two months from the day a claim for redemption was submitted to the company.
If no shareholder makes a claim for a preferential share that has been offered for pre-emption or if the redemption amount is not paid within stipulated time, the person who offered the shares for pre-emption shall be registered as a holder of the share.
Adopted at an extraordinary general meeting on 7 April 2022.