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Articles of Association

N.B. The English text below is an unofficial in-house translation of the Swedish Articles of Association and in case of any discrepancies between the Swedish Articles of Association and the English translation below, the Swedish Articles of Association shall prevail.

The Swedish Articles of Association were adopted on the annual general meeting held in Novedo Holding AB (publ) on 7 June 2022 and were registered with the Swedish Companies Registration Office on 13 July 2022.

Articles of Association Novedo Holding AB (publ), reg. no. 559334-4202

§ 1 Registered name

The registered name of the company is Novedo Holding AB (publ).

§ 2 Registered office

The company’s registered office is in Stockholm’s municipality.

§ 3 Operations

The object of the company’s business is to, directly or indirectly, through wholly or partly owned subsidiary companies, engage in construction, consulting, sales and service within the real estate industry and to conduct any business compatible therewith, and to own and administer real and movable property and to conduct any business compatible therewith. The company will additionally provide intra-group services such as administration, finance support and legal support, and conduct any business compatible therewith.

§ 4 Share capital

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Shares

The number of shares shall be not less than 25,000 and not more than 100,000. Shares carry one vote per share.

§ 6 The board of directors

The company’s board of directors shall consist of three to ten board members without deputy board members or with not more than ten deputy board members.

§ 7 Auditors

For the purposes of auditing the company’s annual report as well as the board’s and the chief executive officer’s administration, one auditor or one registered audit firm shall be appointed.

§ 8 Notice

Notice of general meetings shall be made by announcement in the Swedish Official Gazette and that the notice has been made shall be announced in Svenska Dagbladet.

§ 9 Financial year

The company’s financial year shall be 1 January – 31 December.

§ 10 Annual General Meeting

The annual general meeting is held each year within six months of the end of the financial year. At the annual general meeting, the following matters shall be addressed.

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons to verify the minutes, where applicable;
  5. Determination whether the meeting has been duly convened;
  6. Presentation 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
    1. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
    2. allocation of the company’s profit or loss according to the adopted balance sheet;
    3. discharge from liability for board members and the chief executive officer, where applicable;
  8. Determination of fees for the board of directors and auditors;
  9. Election of the board of directors and audit firms or auditors;
  10. Other matters that may be brought before the general meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 11 Collection of powers of attorney, voting by post and the attendance of third parties at general meetings

The board of directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4 second paragraph of the Swedish Companies Act (2005:551). Prior to general meetings, the board of directors may decide that shareholders may exercise their voting rights through postal voting in accordance with the procedure set out in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551). The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have right to attend or in another way observe the negotiations at the shareholders’ meeting.

§ 12 Central securities depository provision

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish central securities depositories and financial instruments accounts act (1998:1479).