Articles of Association for Catena AB (publ)
(Corporate Reg. No: 556294-1715)
Adopted at the Annual General Meeting on 29 April 2021.
§ 1 Business name
The Company’s business name is Catena AB (publ). The Company is public.
§ 2 Registered office
The Company has its registered office in Helsingborg, Skåne County.
§ 3 Object of the Company
The object of the Company is to, directly or through subsidiaries, manage, acquire and divest properties, carry out service, development work and administrative services, manage securities and conduct other activities consistent therewith.
§ 4 Share capital
The Company’s share capital shall be at least fifty-five million Swedish kronor (SEK 55,000,000) and at most two hundred and twenty million Swedish kronor (SEK 220,000,000).
§ 5 Number of shares
The number of shares shall be a minimum of twelve million, five hundred thousand (12,500,000) and a maximum of fifty million (50,000,000).
§ 6 Board members
The Board of Directors of the Company shall consist of a minimum of five and a maximum of nine members.
§ 7 Auditors
The Company shall have one to two auditors an equal number of deputies or one or two registered accounting firms.
§ 8 Location of the General Meeting
The General Meeting of shareholders shall be held in Helsingborg or Stockholm, Sweden.
§ 9 Convening notice to the General Meeting
A convening notice for a General Meeting shall take place by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. At the time of the convening notice, information that the convening notice has been issued shall be announced in Svenska Dagbladet.
§ 10 Shareholder’s right to participate in General Meetings
Shareholders who want to participate in the proceedings at a General Meeting, shall notify the Company no later than the day stated in the convening notice for the Meeting. The aforementioned day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the Meeting.
§ 11 Assistants to shareholders
Assistants to shareholders may accompany them to the General Meeting if the shareholder has registered this in the manner stated in the previous paragraph.
§ 12 Annual General Meeting
At the AGM, the following matters shall be addressed:
1) Election of Chairman for the Meeting;
2) Preparation and approval of voting list;
3) Adoption of the agenda;
4) Election of one or two persons to verify the minutes;
5) Determination of whether the Meeting was duly convened;
6) Submission of the annual report and auditor report and, where appropriate, consolidated financial statements and audit report on the consolidated financial statements;
7) Resolutions regarding
a) Adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and consolidated balance sheet,
b) The appropriation of the Company’s profit or loss as per the adopted balance sheet,
c) Discharge from liability for the Board members and the CEO;
8) Determination of the number of Board members, and auditors and deputy auditors;
9) Determination of the remuneration of the Board and the auditors;
10) Election of the Board and auditors and deputy auditors or registered public accounting firm;
Other matters, which are incumbent on the General Meeting under the Swedish Companies Act or the Articles of Association.
§ 13 Financial year
The Company’s financial year shall cover a calendar year.
§ 14 Record day provision
The shareholders or nominees that on the record date are entered in the share register and listed in a CSD register as per Ch. 4 of the Financial Instruments Accounts Act (1998:1479) or anyone registered for a CSD account as per Ch. 4 Sect. 18 Paragraph 1 Items 6-8 of the aforementioned act shall be assumed to be authorised to exercise rights pursuant to Ch. 4 Section 39 of the Swedish Companies Act (2005:551).
§ 15 Presence of external parties at general meetings
The Board of Directors can resolve that persons sho are not shareholders in the Company will have the right, based on the terms determined by the Board, to attend or in some other way follow the business at a shareholders' meeting.
§ 16 Collection of powers of attorney and postal voting
The Board of Directors may collect powers of attorney in accordance with the process stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). Prior to a shareholders' meeting, the Board of Directors may decide that shareholders may exercise their voting rights by post ahead of the shareholders' meeting. If the Board of Directors so decides, postal voting can be made using electronic means.