§ 1 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 Shares
Number and classes of shares
The number of shares shall be no less than 85,000,000 and no more than 340,000,000.
Two classes of share may be issued: ordinary shares and preference shares. The number of ordinary shares and preference shares issued must not exceed 100 percent of the share capital. Ordinary shares and preference shares confer a right to one (1) vote each.
In the event of an increase in share capital by way of a cash issue or a set-off issue of ordinary shares or preference shares, shareholders shall have a pre-emption right to subscribe to new shares; an old ordinary share shall confer a pre-emption right to subscribe to a new ordinary share, and an old preference share shall confer a pre-emption right to subscribe to a new preference share (primary pre-emption right). Shares not subscribed for by primary pre-emption rights shall be offered to all shareholders (subsidiary pre-emption right). If an insufficient number of shares is available for subscription by subsidiary pre-emption right, the available shares shall be distributed among the subscribers in proportion to the number of shares previously held by them and, insofar as this cannot be done, by the drawing of lots. In the event of an increase in share capital by way of a cash issue or a set-off issue of ordinary shares only or preference shares only, all shareholders shall have a pre-emption right to subscribe for new shares in proportion to the number of shares held by each shareholder prior to the issue, irrespective of the class of shares held. If the Company decides to issue warrants or convertibles by way of a cash issue or a set-off issue, the shareholders have a pre-emption right to subscribe for warrants as if the issue involved the shares that may be subscribed according to the warrant, or the pre-emption right to subscribe for convertibles as if the issue involved the shares with which the convertibles may be replaced.
The above statement shall not limit the right to resolve on a cash issue or a set-off issue that deviates from the shareholders’ pre-emption rights. Any increase of the share capital by way of a bonus issue where shares are issued must only take the form of an issue of ordinary shares. In such an event, the holders of ordinary shares and the holders of preference shares are entitled to new shares in proportion to the number of shares previously held, regardless of class. The above statement shall not entail any limitation of the ability to issue a new class of shares in a bonus issue, provided the requisite amendments are first made to the Articles of Association.
In the period of 1 December 2013–30 November 2018, preference shares shall confer a preferential right, before ordinary shares, to an annual dividend of SEK 0.848 per preference share, to be paid in quarterly instalments of SEK 0.212 per preference share. The record day for quarterly payments shall be the first working day in March, June, September and December each year. In case such a day is not a banking day, i.e. a day that is not a Saturday, Sunday, public holiday or, for the payment of a debt instrument, is not considered equal to a public holiday in Sweden, the record day shall be the next banking day. Dividends shall be paid no later than the fifth banking day after the record day. If no dividend is paid in a certain year or quarter for a preference share, or if a quarterly payment is made with an amount that falls short of SEK 0.212, the share will not confer a right to receive the missing amount in the following year.
The Company’s dissolution
If the Company is dissolved, the Company’s assets shall be distributed evenly among the shares, regardless of the classes of shares.
Share conversion clause
In September 2018, but no earlier than the fifth banking day after the record day for dividends that takes place in September 2018, the Board of Directors shall resolve to convert all preference shares to ordinary shares. In this context, the Board of Directors shall set and announce the record day for the conversion. The conversion resolved upon by the Board of Directors shall be immediately notified for registration with the Swedish Companies Registration Office. The conversion is complete when it has been registered and a note has been made in the CSD register.
§ 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
The Company shall have no less than one and no more than two auditors with no more than two alternates. The auditor and, if applicable, deputy auditor to be appointed shall be an authorized public accountant or a registered accounting firm.
§ 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 a meeting has been convened shall also be advertised in the Swedish business daily, Dagens industri.
§ 9 Right to participate in a general meeting
Shareholders wishing to participate in a general meeting must be included in a printout or other representation of the entire share register showing the situation five weekdays prior to the general meeting, and also notify the Company no later than the day stated in the notice of 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:
- Election of the Chairman of the Annual General Meeting
- Establishment and approval of the list of voters
- Approval of the agenda
- Appointment of one or two persons to countersign the minutes
- Examination of whether the Annual General Meeting was duly convened
- Presentation of the annual accounts and the Auditor’s Report and, if applicable, the consolidated accounts and the auditors’ report for the group
- Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet
- Appropriation of the Company’s profit or loss according to the adopted balance sheet
- Resolution of whether to discharge the Board members and the Chief Executive Officer from liability
- Determination of the number of Board members and, where applicable, of auditors and deputy auditors
- Determination of the fees for the Board of Directors and the auditors
- Election of Board members, the Chairman of the Board, auditors and deputy auditors and, in connection with this, if applicable, an account of the nomination committee’s work
- Adoption of guidelines for remuneration to senior officers
- Adoption of instructions for the nomination committee, principles for the appointment of the nomination committee and instructions for the nomination committee, and fees to the members of the nomination committee
- Any other matters to be considered by the General Meeting according to the Swedish Companies Act or the Articles of Association
§ 11 Financial year
The financial year shall be the calendar year, 1 January–31 December.
§ 12 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), 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 16 April 2015.