Articles of Association

Articles of Association of Collector Bank AB (publ), corporate identification number 556597-0513. Adopted at the Annual General Meeting on 4 May 2022.

§ 1 Company Name

The name of the Company is Collector Bank AB. The Company is public (publ).

§ 2 Registered office

The Board of Directors has its registered office in the City of Gothenburg.

§ 3 Object

The bank may conduct the banking activities referred to in Chapter 1, Section 3 of the Banking and Financing Business Act (2004:297). These provisions state that banking refers to movement which includes:

  1. money transmission services via general payment systems, and
  2. receipt of funds available to the creditor within a maximum of 30 days after termination.

The bank may also conduct financial activities and activities that have a reasonable connection according to Chapter 7, Section 1 of the Banking and Financing Business Act. According to that provision, the Bank may, in its activities, inter alia:

  1. borrow funds, for example by receiving deposits from the public or issuing bonds or other comparable creditor obligations;
  2. provide and convey credit, for example in the form of consumer credit and credit against mortgages on movable property or receivables;
  3. participate in financing, for example by acquiring receivables and movable property (leasing);
  4. provide payment services under the Payment Services Act (2010:751) on payment services;
  5. provide means of payment;
  6. make guarantee commitments and make similar commitments;
  7. participate in securities issues
  8. provide financial advice;
  9. store securities;
  10. operate letter of credit business;
  11. provide safe deposit box services;
  12. conduct currency trading,
  13. conduct securities operations under the conditions provided for in the Securities Market Act (2007:528),
  14. provide credit information under the conditions provided for in the Credit Information Act (1973:1173), and
  15. issue electronic money under the Electronic Money Act (2011:755).

The company's operations shall, in relation to the above, relate to the following:

  1. payment intermediation via general payment systems;
  2. receipt of funds available to the creditor within a maximum of 30 days after termination;
  3. receive client funds with accountability;
  4. borrow funds, for example by receiving deposits from the public or issuing bonds or other comparable creditor rights;
  5. provide and convey credit, for example in the form of consumer credit and credit against mortgages on movable property (leasing) or receivables;
  6. contribute to use (leasing);
  7. provide payment services under the Payment Services Act (2010:751) on payment services;
  8. provide means of payment;
  9. issue guarantees and assume similar obligations.

§ 4 Share capital

The share capital shall be no less than SEK 125,000,000 kronor and no more than SEK 500,000,000.

§ 5 Number of Shares

The number of shares shall be no less than 150,000,000 and no more than 600,000,000.

§ 6 Board of Directors

The Board of Directors shall comprise no less than three and no more than ten board members, with no alternates.

Of the board members, more than half of the members shall consist of persons who are not employed by the company or are part of a group where the company id the parent company in accordance with Chapter 10, Section 5 of the Banking and Financing Operations Act (2994:297).

§ 7 Auditors

On or two auditors with a maximum of two deputies, or a registered firm of auditors shall be elected. The assignment as auditor shall apply until the end of the Annual General Meeting held during the first, second, third or fourth financial year following the year in which the auditor was elected.

§ 8 Notice convening General Meetings

General Meeting are convened by publication in the Swedish Official Gazette (Post- och lnrikes Tidningar) and by keeping the notice of the meeting available on the Company’s website. The fact that the notice has been published shall be advertised in the Swedish business daily, Dagens lndustri.

§ 9 Right to participate in General Meetings

Shareholders wishing to attend a General Meeting must report this to the Company no later than the date stated in the Invitation to attend the Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not be earlier than the fifth weekday before the general meeting. Shareholders are only entitled to be accompanied by advisers if they notify the Company of the number of advisers in accordance with the procedure that applies to shareholders’ notification of their attendance at the general meeting.

§ 10 Annual General Meeting

The following items shall be on the agenda of the Annual General Meeting:

  1. Election of the Chairman of the Annual General Meeting
  2. Preparation and approval of voting list
  3. Approval of agenda
  4. Election of one or two persons to verify the minutes of the Meeting
  5. Examination of whether the Annual General Meeting was duly convened
  6. Presentation of the annual accounts and the Auditor’s Report and, if applicable, the consolidated accounts and the auditors’ report for the Group
  7. Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet
  8. Appropriation of the Company’s profit or loss according to the adopted balance sheet
  9. Resolution of whether to discharge the Board members and the Chief Executive Officer from liability
  10. Determination of the number of Board members and, where applicable, of auditors and deputy auditors
  11. Determination of the fees for the Board and the auditors
  12. Election of Board Members, the Chairman of the Board, auditors and deputy auditors
  13. Any other matters to be considered by the General Meeting according to the Swedish Companies Act or the Articles of Association

§ 11 Collection of proxies and postal votes

The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551).

The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting.

§ 12 Financial year

The financial year shall be the calendar year, 1 January–31 December.

§ 13 CSD clause

Any shareholder or nominee who, on the record day, is entered in the share register and is listed in a CSD register according to Chapter 4 of the Swedish Financial Instruments Accounts Act (1998:1479) regarding central securities depositories and financial instruments accounts, or the person who is listed in the CSD account according to Chapter 4, Section 18, first paragraph, 6-8 of the above Act, shall be deemed to be competent to exercise the rights pursuant to Chapter 4, Section 39 of the Swedish Companies Act (2005:551).