Articles of association
Adopted at the Extra General Meeting 2025-12-18.
Articles of Association - The limited liability company Fastator (publ), org.nr. 556678-6645
§ 1. Name of the Company
The name of the company is Aktiebolaget Fastator (publ).
§ 2. Registered office of the company
The registered Office of the company shall be in Stockholm.
§ 3. Objects of the company
The company’s business shall be to manage real property and chattels, and carry out any other business incidental or related to the foregoing activities.
§ 4. Share capital
The share capital shall be at least SEK 91,680,000 and no more than SEK 366,720,000.
§ 5. Number of shares
The number of shares shall be at least 286,500,000 and no more than 1,146,000,000.
§ 6. Class of shares
1. Share types
Two classes of shares may be issued: ordinary shares and preference shares. Ordinary shares may be issued in a number corresponding to the full share capital. Preference shares may be issued in a number corresponding to a maximum of 12,499,828 preference shares.
2. Number of votes
Ordinary shares and preference shares shall each entitle to one (1) vote per share.
3. Limitation regarding issuance of preference shares and value transfer in certain cases
If and as long as any preference shares are outstanding, decisions may not be made on:
- issue of additional preference shares than the 12,499,828 preference shares that are issued the first time preference shares are issued,
- dividend or other value transfers to holders of ordinary shares,
- repurchase or redemption of ordinary shares,
- issue of shares with, or implementation of a share class with, the same or better rights to the company’s results or the same or better liquidation preference then the preference shares, or
- amending the rights that the preference shares have in accordance with these articles of association.
If and as long as any preference shares are outstanding, decisions may not, in addition to any special majority requirements of the applicable Swedish Companies Act, without the support of holders of at least 90 percent of the preference shares represented at the general meeting, representing not less than two-thirds of the at each time outstanding preference shares, be made to amend this § 6 item 3.
4. Yield on preference shares
Preference shares shall bear a fixed interest rate of 6.5 percent PIK interest per annum from and including the point in time for when the preference shares for the first time are registered with the Swedish Companies Registration Office on an amount of SEK 100 per preference share (the “Original Issue Price”). Interest shall be capitalised yearly as of 31 December (and for the first time 31 December 2026) and shall be added to and increase the amount for the Original Issue Price and the new capitalised amount shall thereafter bear interest at the applicable interest rate.
5. Redemption of the preference shares
A reduction of the share capital, although not below the minimum capital, can take place through the redemption of a certain number of or all of the preference shares after a board decision. When a redemption decision is made, an amount corresponding to the reduction amount shall be allocated to the statutory reserve if requisite funds for this are available.
The distribution of which preference shares shall be redeemed shall take place pro rata in relation to the number of preference shares owned by each preference shareholder. If distribution as stated above does not work out evenly, the board shall make a decision on the distribution of surplus preference shares which are to be redeemed. If the decision is approved by all holders of preference shares, the board may, however, decide which preference shares are to be redeemed.
The redemption amount for each redeemed preference share shall be an amount calculated as follows: (i) an amount corresponding to the Original Issue Price, (ii) plus any capitalised interest that have been added to and have increased the amount for the Original Issue Price, and (iii) plus all accrued and unpaid not yet capitalised interest at the point in time for the redemption, calculated in accordance with § 6 item 4 above, (iv) minus any dividend paid in respect of each preference share (the “Redemption Amount”).
6. Dissolution of the company
In the event of the dissolution of the company, preference shares shall confer a preferential right over ordinary shares to receive from the company’s assets an amount per preference share equivalent to the Redemption Amount, distributed evenly over each preference share, before distribution is made to holders of ordinary shares. Preference shares shall otherwise not entail any right to a distribution share.
In the event distribution proceeds at the company’s dissolution would be less than what a preference share in accordance with the above are entitled to and thus not be enough to cover full payment to each preference share, each preference share shall receive the same percentage share (pro rata) of the distribution proceeds that is paid to the preference shares at the time of the company’s dissolution.
7. Recalculation in the event of certain corporate events
In the event the number of preference shares changes through a reverse split or split, the amounts to which the preference share provides entitlement as described in items 4-6 in this § 6 are recalculated to reflect this change.
8. Preferential rights
If the Company decides to issue new shares of different classes through a cash or offset issue, the holders of common shares and preference shares have preferential rights to subscribe for new shares of the same share class in relation to the number of shares of the same class the holder already owns (primary preferential rights). Shares not subscribed to on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If shares offered accordingly do not suffice for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed between the subscribers in relation to the total number of shares they already own in the company, regardless of whether or not their shares are common shares or preference shares. Insofar as this cannot take place with regard to certain share(s), the distribution shall take place by lottery.
If the company decides to issue new shares of only one class through a cash or offset issue, the holders of shares of the class being issued shall have preferential rights to subscribe for new shares in relation to the number of shares of the same class the holder already owns (primary preferential rights). Shares not subscribed to on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If shares offered accordingly do not suffice for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed between the subscribers in relation to the total number of shares they already own in the company, regardless of whether or not their shares are common shares or preference shares. Insofar as this cannot take place with regard to certain share(s), the distribution shall take place by lottery.
Should the Company decide to issue warrants or convertibles through a cash issue or offset issue, the shareholders shall have preferential rights to subscribe to warrants as if the issue concerned the shares that may be newly subscribed on the basis of the warrants or preferential rights to subscribe to convertibles as if the issue applied to the shares for which the convertibles may be exchanged.
That stated above shall not entail any restriction on the possibility of deciding on a cash issue or offset issue deviating from the shareholders’ preferential rights.
Increase in the share capital through a bonus issue with the issue of shares may only take place through the issue of common shares. Thereby, only the common shareholders have a preferential right to the new common shares distributed according to the number of common shares they already own. That stated above shall not entail any restriction on the possibility of issuing a new class of shares through a stock dividend, after requisite modification of the Articles of Association.
§ 7. Central Securities Depository Clause
The shares of the company shall be registered in a Central Securities Depositary Register in accordance to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479). A shareholder or an account provider that is registered in the share ledger and in a Central Securities Depositary Register on the record day in accordance to Section 4 of the Financial Accounts Act (1998:1479) or a person that is registered in a Central Securities Depository Account according to Section 4 § 18 paragraph 1 6-8 of the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479) shall be considered authorized to exercise the rights set forth in Section 4 § 39 of the Companies Act (2005:551).
§ 8. Board of Directors
The board of directors shall consist of at least three and no more than five directors with no deputy directors. The directors are elected yearly at the annual general meeting for the period until the next annual general meeting.
§ 9. Auditors
For the purposes of auditing and reviewing the company's annual accounts and the financial statements and the administration report of the board of directors and the managing director one or two auditors with or without deputy auditor shall be appointed, or a registered audit firm.
§ 10. Financial year
The company’s financial year shall be 1 January — 31 December.
§ 11. Notice
Notice of general meetings shall be made by announcement in The Official Swedish Gazette and by publishing the notice on the company's website. Announcement that the notice has been issued shall be made in Svenska Dagbladet.
Notice of annual general meeting and extra general meeting at which the issue of amendment of the articles of association is made, shall be issued not earlier than six weeks and no later than four weeks prior to the meeting. Notice to attend other extra general meetings shall be issued not earlier than six weeks and no later than three weeks prior to the meeting.
A shareholder that wishes to participate in a general meeting must notify the company of his/her intention to attend the meeting no later than at 12:00 p.m. on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting.
12. Matters for the annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the proposed agenda.
- The issue of whether the meeting has been duly called.
- Election of keeper of the minutes and one or two persons to certify the minutes,
- Presentation of the annual report and auditor's report and, if any, the group annual report and the group auditor’s report.
- Decision regarding:
- adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet,
- discharge from liability for the board of directors and the managing director, and
- the profit or loss of the company in accordance with the adopted balance sheet.
- Determining the number of at the general meeting elected directors of the board and deputy directors, and if any, the number of auditors and deputy auditors.
- Determining the fees for the board of directors and the auditor.
- Election of board of directors and auditor, and if any, deputy directors and any deputy auditors.
- Any other matter which have been referred to the genera/ meeting according to the Companies Act or the articles of association.
13. Collection of Proxies and Postal Voting
The board of directors may collect proxies in accordance with the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (SFS 2005:551). Before a general meeting, the board of directors may decide that shareholders shall be able to exercise their voting rights by post before the general meeting.
14. Presence of outsiders at general meeting
The board of directors may decide that anyone who is not a shareholder in the company shall, in accordance with the terms determined by the board of directors, have the right to attend or otherwise follow the negotiations at the general meeting.
Adopted at the Extra General Meeting 2025-12-18.