§ 1 NAME
The company’s name is Pandox Aktiebolag. The company is a public limited liability company (publ).
§ 2 REGISTERED OFFICE
The board of directors’ registered office shall be situated in Stockholm, Sweden.
§ 3 OBJECT OF THE COMPANY’S BUSINESS
The object of the company’s business is to, directly or indirectly, through fully or partly owned companies, operate hotels, own and manage real property, and any other activities compatible therewith. The company shall also have the right to raise loans and other forms of debt liabilities, give guarantees and provide security (including for the obligations of third parties).
§ 4 SHARE CAPITAL AND SHARES
The share capital shall be not less than SEK 150,000,000 and not more than SEK 600,000,000. The number of shares shall be not less than 60,000,000 and not more than 240,000,000.
§ 5 EUROCLEAR COMPANY
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
§ 6 CLASSES OF SHARES
The company’s shares may be issued in two classes: class A shares carrying three (3) votes per share and class B shares carrying one vote per share.
Class A shares may be issued up to a maximum number of shares that represents the full share capital of the company. Class B shares may be issued up to a maximum number of shares that represents the full share capital of the company.
If the company resolves to issue new class A and class B shares, where payment is not to be made in kind, owners of class A and class B shares shall enjoy pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders (secondary preemption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption 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 only class A or class B shares, where payment is not to be made in kind, all shareholders shall, irrespective of whether their shares are class A or class B shares, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.
If the share capital is increased by a bonus issue, new shares shall be issued in relation to the number of shares of the same classes already held. In such cases, old shares of a specific class shall entitle to new shares of the same class. Following a requisite amendment in the Articles of Association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.
§ 7 CONVERSION CLAUSE
Holders of class A shares shall be entitled to convert all or part of the shareholder’s class A shares to class B shares. The request for
conversion shall be made in writing to the board of directors. The request shall state the number of class A shares that the shareholder wants to convert and the total number of class A shares and class B shares that the shareholder holds at the time of the request. The board of directors shall consider the request and take the necessary actions that such conversion requires. The conversion shall immediately thereafter be reported to the Swedish Companies Registration Office for registration and is effected when it has been registered and the conversion been noted in the CSD register.
§ 8 BOARD OF DIRECTORS
The board of directors elected by the shareholders’ meeting shall consist of not less than four (4) and not more than seven (7) members with no deputy board members.
§ 9 AUDITOR
The company shall have two (2) auditors and two (2) deputy auditors or a registered public accounting firm.
§ 10 NOTICE OF SHAREHOLDERS’ MEETING
Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 11 PARTICIPATION IN SHAREHOLDERS’ MEETINGS
A shareholder, who wants to participate in a shareholders’ meeting must be registered as shareholder in such a transcription or report of the entire share register as referred to in Chapter 7 Section 28 third paragraph of the Swedish Companies Act (2005:551), as regards the fact five weekdays prior to the meeting, and notify the company not later than on the day specified in the notice of the meeting. The aforementioned day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two counsels) at the shareholders’ meeting, the number of counsels must be stated in the notice of participation.
§ 12 PLACE FOR SHAREHOLDERS’ MEETINGS
Shareholders’ meetings shall be held in Stockholm.
§ 13 BUSINESS AT SHAREHOLDERS’ MEETINGS
The following business shall be addressed at annual shareholders’ meetings:
1) election of a chairman of the meeting;
2) preparation and approval of the voting list;
3) approval of the agenda;
4) election of two persons who shall approve the minutes of the meeting;
5) determination of whether the meeting was duly convened;
6) submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7) resolutions regarding:
a. adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
b. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
c. discharge of the members of the board of directors and the managing director from liability;
8) determination of the number of members of the board of directors to be elected by the shareholders’ meeting and the number of auditors and, where applicable, deputy auditors;
9) determination of fees for members of the board of directors and auditors;
10) election of the members of the board of directors;
11) election of auditors and, where applicable, deputy auditors;
12) other matters, which should be resolved by the shareholders’meeting according to the Swedish Companies Act or the company’s articles of association. The general meeting is opened by the chairman of the board of directors or by such person as appointed by the board of directors.
§ 14 FISCAL YEAR
The company’s financial year shall be the calendar year.
§ 15 POST-TRANSFER PURCHASE
If a class A share has been transferred to someone else than (i) Eiendomsspar AS, CGS Holding AS, Helene Sundt AS or Blåklockevägen 4 AS, or (ii) a legal entity in which the legal entities set out in (i) severally or jointly controls, directly or indirectly, 100 per cent of the votes, the existing holders of shares in the company shall be entitled to purchase the share.
The new owner of the class A share shall, as soon as possible, and in the manner set out in the Companies Act, notify the board of directors of the share transfer (“Post-transfer Purchase Offer”). A Post-transfer Purchase Offer may not be exercised in respect of a smaller number of shares than the shares covered by the offer.
The board of directors shall immediately give notice of the Post-transfer Purchase Offer to every post-transfer purchase rights holder with a known postal address. The notice shall indicate the period within which requests to exercise post-transfer purchase rights are to be made.
Requests to exercise post-transfer purchase rights must be made within two (2) months of a proper Post-transfer Purchase Offer in accordance with the above. If requests to exercise posttransfer purchase rights are made by more than one post-transfer purchase rights holder, the shares covered by the offer shall, to the greatest extent possible, be distributed amongst holders of class A shares in relation to their previous holding of class A shares. In the event that there are any remaining shares covered by the offer after holders of class A shares have exercised their
right to purchase shares, such remaining shares shall be distributed amongst holders of class B shares in relation to their previous
holding of class B shares.
The purchase sum per class A share shall amount to the share’s quota value. No other conditions shall apply.
Where the transferee and the person requesting a purchase pursuant to a post-transfer purchase rights fail to agree upon the purchase, the person requesting the purchase may initiate proceedings within two (2) months of the date on which the request was made to the board of directors. Such dispute shall be settled by arbitration.
The price to be paid upon the exercise of post-transfer purchase rights shall be paid within one (1) month of the date on which the price was determined.
The post-transfer purchase clause does not apply to class B shares.