Articles of association

SSM Holding AB (publ) (556533-3902)

§ 1 Registered name

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

§ 2 Registered office

The registered office of the board of directors is in Stockholm municipality.

§ 3 Operations

The company shall manage securities and practice consulting within the construction and real estate business and conduct other business associated therewith.

§ 4 Share capital

The share capital shall be not less than SEK 30,100,000 and not more than SEK 120,400,000.

§ 5 Number of shares

The number of shares shall be not less than 30,100,000 and not more than 120,400,000.

§ 6 Board of directors

The company’s board of directors shall consist of not less than three and not more than ten directors without deputy directors. The directors are appointed annually by the annual general meeting for the time until the end of the next annual general meeting.

§ 7 Auditor

The company shall have not less than one and not more than two auditors and an equal number of deputy auditors, or one and not more than two registered accounting firms. Auditor and deputy auditor, as well as auditor in charge, shall be authorised auditors.

§ 8 Notice

Notice of a general meeting shall be made by an announcement in the Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. The company shall advertise in Dagens Industri that notice has been made. Notice of an annual general meeting and a general meeting where a matter of amendment of the articles of association shall be addressed, shall be made not earlier than six and not later than four weeks prior to the general meeting. Notice of other general meetings shall be made not earlier than six weeks and not later than three weeks prior to the general meeting.

A shareholder that would like to participate in a general meeting shall give notice thereof to the company not later than the day set out in the notice of the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting.

§ 9 The Annual General Meeting

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.
  5. Determination whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor’s report and, if applicable, the consolidated accounts and the auditor’s report from the audit of the group.
  7. Resolutions on:
    (i) the adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
    (ii) the allocation of the company’s profit or loss in accordance with the adopted balance sheet; and
    (iii) the discharge of liability of members of the board of directors and the managing director.
  8. Determination of the number of directors and, if applicable, auditors.
  9. Determination of the fees to be paid to the board of directors and the auditors.
  10. Election of the board of directors and, if applicable, auditors.
  11. Other matters that may be brought before the meeting pursuant to the Swedish Companies Act or the articles of association.

§ 10 Financial year

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

§ 11 Central securities depository registration

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Act on Central Securities Depositories and the Accounting of Financial Instruments (SFS 1998:1479).

Adopted at an extraordinary general meeting on the 16 December 2016.