Fabege's Articles of Association state that the company shall seek to acquire, manage, add value to and divest properties. The Board of Directors has its registered office in Stockholm. In other respects, the Articles of Association contain provisions on the number of shares, the number of Directors and auditors, and the Annual General Meeting (AGM).
Articles of Association of Fabege AB AB (publ), corporate identity no.556049-1523
Art. 1 The Company’s name is Fabege AB. The Company is a public limited company (publ).
Art. 2 The purpose of the Company is to acquire, manage, improve and divest properties and to pursue operations consistent with such purpose.
Art. 3 The registered office of the Board of Directors is in Stockholm.
Art. 4 The share capital shall amount to a minimum of one billion six hundred and seventy million (1,670,000,000) Swedish kronor and a maximum of six billion six hundred and eighty million (6,680,000,000) Swedish kronor.
Art. 5 The number of shares shall be a minimum of one hundred and thirty-three million six hundred thousand (133,600,000) and a maximum of five hundred and thirty-four million four hundred thousand (534,400,000).
Art. 6 The Board of Directors shall consist of a minimum of four and a maximum of nine members.
Art. 7 The Company shall have at least one and no more than two auditors and an equivalent number of deputies, or at least one and no more than two registered auditing firms. The auditor(s) and deputy/deputies and principal auditor shall be authorised public accountants.
Art. 8 The Company’s financial year shall correspond to the calendar year.
Art. 9 The Annual General Meeting (AGM) shall be held in Stockholm or Solna once a year. The following items shall be addressed at the AGM:
- Election of an AGM chairman
- Preparation and approval of voting list
- Election of one or two minute checkers
- Adoption of the agenda
- Resolution concerning due convening of meeting
- Presentation of the annual financial statements and auditor’s report, as well as the consolidated financial statements and consolidated auditor’s report
- Resolutions regarding
a. adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet;
b. appropriation of the Company’s profit or loss according to the adopted balance sheet;
c. discharge from liability for members of the Board of Directors and Chief Executive Officer; and
d. record date, where AGM resolves on dividend - Decision regarding the number of Board members, auditors and deputy auditors
- Fixing the fees for Board members and auditors
- Election of members of the Board and Chairman of the Board
- Election of auditors and deputy auditors
- Decision regarding guidelines for remunerating senior executives
- Any other business that is required of the meeting in accordance with the Swedish Companies Act or the Company’s Articles of Association.
Art. 10 The notice convening the AGM shall be published via advertisement in Post- och Inrikes Tidningar and on the Company’s website. An announcement that the notice convening the AGM has been published will be made via advertisement in the Swedish daily newspaper Svenska Dagbladet.
Art. 11 Shareholders wishing to participate in the business of the AGM must notify the Company of their intention, and that of no more than two assistants, to attend the meeting by no later than 4.00 pm on the day stipulated in the notice convening the AGM. This day may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth working day prior to the AGM.
Art. 12 The Board may decide that individuals who are not shareholders in the Company shall, according to conditions set by the Board, be entitled to attend the AGM.
Art. 13 The Company’s shares shall be registered in a VPC register under the Swedish Securities Centres and Financial Instruments Accounts Act (1998:1479).
Art. 14 Prior to an Annual General Meeting (AGM), the Board of Directors may decide that the shareholders can exercise their voting rights by post before the AGM. Postal voting shall, if the Board of Directors so decides, also be possible by electronic means. The Board of Directors may collect powers of attorney in accordance with the procedure defined in Chapter 7. Article 4, second paragraph, of the Swedish Companies Act (2005:551). The Board of Directors may decide that individuals who are not shareholders in the Company shall, in accordance with conditions defined by the Board, be entitled to attend or otherwise participate in the Annual General Meeting.