Articles of Association

Articles of Association of Collector AB (publ), corporate identification number 556560-0797.

§ 1 Company Name

The name of the Company is Collector 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 object of the Company’s business is to own and manage subsidiaries that conduct operations according to the Swedish Banking and Finance Business Act (2004:297) or similar operations, to directly or indirectly conduct such operations as stated above that do not require a licence according to the above-mentioned act, to directly and indirectly manage real estate and chattels and to conduct other compatible operations.

§ 4 Share capital

The share capital shall be no less than SEK 8,500,000 and no more than 34,000,000.

§ 5 Number of Shares

The number of shares shall be no less than 85,000,000 and no more than 340,000,000.

§ 6 Board of Directors

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

§ 7 Auditors

One 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 Meetings are convened by publication in the Swedish Official Gazette (Post‐ och Inrikes 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 Industri.

§ 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).

Articles of Association of Collector AB (publ), corporate identification number 556560-0797. Adopted at the Annual General Meeting held on 27 April 2020.