Articles of association

Adopted at the general meeting on 7 May 2021.

§ 1
The name of the company is Scandi Standard AB (publ).

§ 2
The registered office of the company is situated in Stockholm.

§ 3
The object of the company’s business is to own and manage real property, chattels and securities, either directly or through subsidiaries. The company shall also coordinate the business conducted by the company’s subsidiaries and/or other group or affiliated companies and conduct other ancillary activities.

§ 4
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 50,528,610 and not more than 202,114,440.

Shares may be issued in two classes: ordinary shares and shares of series C.

Ordinary shares and shares of series C may be issued up to a number corresponding to the maximum number of shares set out in this § 4.

Ordinary shares shall carry one vote per share and shares of series C shall carry one-tenth of a vote per share.

Shares of series C shall not be entitled to dividends. Upon dissolution of the company, shares of series C shall carry equivalent rights to the company’s assets as ordinary shares, however not to an amount exceeding the quota value of the share.

Should the company resolve to issue new shares of different classes through a cash issue or a set-off issue, holders of ordinary shares and shares of series C shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares the holder previously holds (primary preferential rights). Shares which are not subscribed for with primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential rights). If such offered shares are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be allocated in relation to the number of shares the shareholder previously held and, to the extent this cannot be done, the allocation shall be decided by the drawing of lots.

Should the company resolve to issue new shares of only one class through a cash issue or a set-off issue, all shareholders shall, regardless of share class, have preferential rights to subscribe for new shares in relation to the number of shares previously held by them.

Should the company resolve to issue warrants through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscription of the new warrants as if the issue related to the shares that may be subscribed for following an exercise of the warrants.

Should the company resolve to issue convertible debt instruments through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscription of the convertible debt instruments as if the issue related to the shares that may be subscribed for following a conversion.

What is stipulated above shall not restrict the possibilities for resolving on a cash issue or a set-off issue with deviation from the shareholders’ preferential rights.

In the event of an increase of the share capital by a bonus issue, new shares of each class shall be issued in relation to the number of shares of the same class already issued. In such cases, shares of a specific class carry preferential rights to new shares of the same class. This shall, however, not entail any restriction in the possibility to issue new classes of shares through a bonus issue following necessary amendments of the articles of association.

Shares of series C held by the company may, upon request of the board of directors be converted into ordinary shares. If a share of series C is converted, it shall be immediately reported to the Swedish Companies Registration Office for registration in the Companies Register. The conversion is effected when it has been registered in the Companies Register and it has been entered in the central securities depository register.

Reduction of share capital, subject to the minimum share capital pursuant to this § 4, may, by resolution of the board of directors, be made by redemption of all shares of series C. The redemption amount per share of series C shall correspond to the quota value of the shares.

§ 5
The company’s financial year shall be the calendar year.

§ 6
The board of directors shall consist of not less than three and not more than nine members without deputy directors.

§ 7
The company shall have not less than one and not more than two auditors with not more than two deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorized public accountant or a registered public accounting firm be elected.

§ 8
Notice of general meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

§ 9
Shareholders who wish to participate in a general meeting must give notice of attendance to the company not later than the day set out in the notice of the general meeting.

Shareholders may be accompanied by up to two advisers at the general meeting, provided that the shareholder has notified the company of the number of advisers in the manner stated in the previous paragraph.

The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a general meeting.

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4 of the Swedish Companies Act.

The board of directors may, before a general meeting, decide that the shareholders shall have the right to exercise their voting rights by post in accordance with the procedure described in Chapter 7, section 4 a of the Swedish Companies Act.

§ 10
The following matters shall be addressed at the annual general meeting.

1. Election of a chairman of the meeting;

2. Preparation and approval of the voting register;

3. Approval of the agenda;

4. Election of one or two persons to attest the minutes;

5. Determination of whether the meeting was duly convened;

6. Submission of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group;

7. Resolutions regarding

 (a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;

 (b) allocation of the company’s profit and loss according to the adopted balance sheet;

 (c) discharge from liability for board members and the managing director;

8. Determination of the number of members of the board of directors and, when applicable, the number of auditors and deputy auditors;

9. Determination of fees for the board of directors and the auditors;

10. Election of the board of directors and accounting firm or auditors;

11. Any other business incumbent on the meeting according to the Companies Act or the articles of association.

§ 11
The company’s shares shall be registered with a central security depository register, pursuant to the Swedish central securities depositories and financial instruments accounts act (SFS 1998:1479).