Articles of Association
of EQT AB (publ) (Reg. No. 556849-4180)
Adopted at the annual shareholders’ meeting on 30 May 2023.
N.B. The English text is an unofficial translation.
1 § Name of company
The company’s name is EQT AB. The company is a public limited liability company (publ).
2 § Registered office
The company’s registered office shall be situated in Stockholm.
3 § Object of the company’s business
The company shall render advice and administration services to companies within the advisory and investment industry as well as holding and managing real and movable property. The company shall, without altering the corporate law’s purpose of generating profit to the shareholders, strive to conduct its business in a way that future-proofs companies and has a positive impact.
4 § Share capital and shares
The share capital shall be not less than SEK 50,000,000 and not more than SEK 200,000,000. The number of shares shall be not less than 500,000,000 and not more than 2,000,000,000.
The shares shall be of ordinary shares and reclassifiable Class C shares as well as Class C2 shares. The ordinary shares shall carry one (1) vote each and the Class C shares as well as the Class C2 shares shall carry one-tenth (0.1) vote each. Shares of either class may be issued up to an amount corresponding to the entire share capital.
Ordinary shares and Class C shares are entitling to dividend. Class C2 shares are not entitling to dividend. Upon the company’s liquidation, Class C2 shares carry equivalent right to the company’s assets as other shares, however not to an amount exceeding the quota value of the share.
The Class C shares may, upon request by a shareholder and by a resolution by the board of directors, be reclassified into ordinary shares. All of the Class C2 shares may, by a resolution by the board of directors, be reclassified into ordinary shares.
Immediately thereafter, the board of directors shall report the reclassification to the Swedish Companies Registration Office for registration. The reclassification is effected when it has been registered and the reclassification been noted in the central securities depository register.
Reduction of share capital, which in any case shall not fall below the minimum share capital, may, upon the request of an owner of Class C shares and a resolution by the company’s board of directors or the shareholders’ meeting, take place through redemption of Class C shares. A request from an owner of Class C shares shall be made in writing. When a resolution on reduction has been passed, the reduction amount shall be transferred to the company’s reserve fund. No compensation shall be paid upon redemption of Class C shares.
5 § New shares
If the company resolves to issue new ordinary shares, Class C shares and Class C2 shares, against payment other than contribution in kind, owners of ordinary shares, Class C shares and Class C2 shares shall enjoy preferential rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preferential rights). Shares which are not subscribed for pursuant to the primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the number of shares thus offered are not sufficient for the subscription on the basis of subsidiary preferential 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 new shares of either solely ordinary shares, Class C shares or Class C2 shares, against payment other than contribution in kind, all shareholders, irrespective of whether their shares are ordinary shares, Class C shares or Class C2 shares, have preferential rights to subscribe for new shares pro rata to the number of shares previously held by them.
Should the company resolve on an issue of warrants or convertibles, against other payment than contribution in kind, the above stated regarding the shareholders' preferential rights should apply mutatis mutandis.
The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights.
Upon an increase in the share capital by way of a bonus issue, new ordinary shares and Class C shares shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.
6 § Financial year
The company’s financial year shall be the calendar year.
7 § Board of directors
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members.
8 § Auditor
The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.
9 § Notice of shareholders’ meeting
Notice of shareholders’ meetings shall be made through announcement in Post och Inrikes Tidningar and on the company’s website. It shall be announced in Dagens Industri that a notice of a shareholders’ meeting has been issued.
10 § Participation at shareholders’ meetings
In order to participate at a shareholders’ meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the shareholders’ meeting. Such a day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the shareholders’ meeting. A shareholder may be accompanied by assistants at a shareholders’ meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
11 § Business at annual shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
1. election of a chairperson of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or 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 the adoption of the income statement and the
balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profit or loss in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. determination of the number of members of the board of directors, and the number of auditors and deputy auditors;
11. determination of fees for members of the board of directors and auditors;
12. election of the members of the board of directors, and auditors and deputy auditors;
13. other matters which are set out in the Swedish Companies Act or the company’s articles of association.
12 § Collecting of powers of attorneys and vote by post
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).
The board of directors has the right before a shareholders’ meeting to decide that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.
13 § The right for persons not being shareholders to attend a shareholders’ meeting
The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors,
to attend or in any other manner follow the discussions at a shareholders’ meeting.
14 § Euroclear company
The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
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