Articles of association
Adopted at the Annual General Meeting 2024-06-17.
Articles of Association - The limited liability company Fastator (publ), org.nr. 556678-6645
§ 1. Name of the Company
The company's name is Aktiebolaget Fastator (publ).
§ 2. Seat
The registered office of the company shall be in Stockholm.
§ 3. Activity
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 14,000,000 and no more than SEK 56,000,000.
§ 5. Number of shares
The number of shares shall be at least 43,750,000 and no more than 175,000,000.
§ 6. Record retention
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).
§ 7. Board
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.
§ 8. 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.
§ 9. Financial year
The company's financial year shall be 1 January to 31 December.
§ 10. 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.
§ 11. 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 general meeting according to the Companies Act or the articles of association.
12. 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.
13. 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 Annual General Meeting 2024-06-17.