Articles of association
The Company’s name is Russian Real Estate Investment Company AB (publ.). The company is a public company (publ.).
The company directly or indirectly, through its fully owned or partially owned subsidiaries, acquires, manages, develops real estate and securities, first of all, within the framework of technologies, industrial technologies, infrastructure, bioenergetics which is aimed at power saving, telecommunications, retail- and wholesales, medical, pharmaceutical and food industry, and performs other similar activities.
The company’s authorized capital shall be not less than SEK 80,000,000 and not more than SEK 320,000,000.
The number of the company’s shares shall be not less than 400,000,000 and not more than 1,600,000,000.
The company may issue shares of two classes: “А” and “В”. “А” shares grant 10 votes, and “В” shares grant one vote.
“А” shares shall be issued in the amount not more than 1,600,000,000 pcs., “В” shares – in the amount not more than 1,600,000,000 pcs.
If the company decides to issue new “А” and “В” shares in cash or in cheques, the holder shall be entitled to sign new shares of the same class in the amount and in the proportion to the number of shares which are already owned by him/her (secondary preemption right). Non-preemptive shares shall be offered to all shareholders for signing. If the number of shares bearing ancillary preferential right is not sufficient for signing, shares shall be distributed between the subscribers in the amount which is proportionate to the number of shares which are already owned by them to the degree when shares cannot be distributed by lottery.
If the company decides to issue new “А” shares or “В” shares in cash or in cheques only with preemptive right for existing shareholders, all shareholders, whether they are owners of “А” shares or “В” shares, shall be granted with preemptive right to sign new shares in proportion to the number of shares which are already owned by them.
If the company decides to issue securities or convertible bonds in cash or in cheques, shareholders have preemptive right to sign securities which, in view of shares, may be signed on the basis of the right of first choice and preemptive right to sign such securities which can be exchanged later.
If the share capital is increased through issue of securities, new shares of each class will be issued in the amount proportionate to the amount of shares of the same class which already exists. Thereby, old shares of a certain class grant the right to new shares of the same class.
“А” shares, by request of their holders, shall be converted into “В” shares. After that the holder of “А” shares gets signature of the company’s directors to certify conversion of his/her shares into “В” shares in accordance with the above and indicates the number of shares to be converted, and, if conversion is not related to the respective person who holds “А” shares which shall be converted, the company’s directors approve such request for conversion and notify on registration.
By decision of the general meeting of shareholders, “В” shares can be converted into “A” shares.
Conversion is deemed to be completed if it was entered in the trade registry and recorded in the shareholders’ register.
The company’s board of directors shall have its headquarters in Stockholm.
The company’s board of directors shall include at least three members but not more than five members with not more than five deputies.
One or two auditors are appointed (with or without deputies).
The company’s financial year is from January 1 to December 31.
The annual general meeting is held once a year within six months from the end date of the financial year.
The following issues shall be considered at the annual general meeting:
- election of the chairman of the meeting;
- preparation and approval of the list of issues for voting;
- approval of agenda;
- appointment of one or two persons who maintain minutes;
- decision: whether the meeting was duly held or not;
- presentation of annual and audit reports;
а. calculation of profit and loss;
- b. distribution of profit and loss in accordance with calculations;
- c. duty performance by members of the board of directors, if they were appointed;
- determination of fees to be paid to the members of the board of directors and, if necessary, to auditors;
- election of members of the board of directors and, if necessary, auditors;
- other issues which arise during the meeting, in accordance with the laws or articles of association.
Notice of a shareholders’ meeting shall be published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) as well as at the company’s website. An announcement with information that a notice has been issued shall be published at the same time in Svenska Dagbladet. To take part in a general meeting, shareholders shall be indicated in the shareholder’s register five days before the date of the meeting and they shall file an application to the company not later than on the date indicated in the statement on convention of a meeting, before 12:00 pm. This day cannot fall on a holiday, Saturday or Sunday, or on the eve of the Baptist’s day, on Christmas or New Year’s Eve, and it cannot be earlier day than the fifth day before the date of the general meeting.
Shareholders may bring one or two assistants to a general meeting, provided that such shareholder files the respective application.
The company’s shares shall be entered into official register in accordance with the Law “On Accounting of Financial Instruments” (1998:1479)