Articles of Association for Titania Holding AB (publ)
Organization Number: 556887-4274
§ 1 Company Name
The company’s name is Titania Holding AB (publ).
§ 2 Registered Office
The Board of Directors shall have its registered office in the municipality of Stockholm.
§ 3 Operation
The company shall conduct business by providing management and executive services to its subsidiaries.
§ 4 Share Capital
The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 50,000,000 and not more than 200,000,000.
§ 5 Board of Directors
The Board shall consist of not fewer than three and not more than ten members, with a maximum of five deputy members. Board members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
§ 6 Auditor
An authorized public accountant shall be appointed to audit the company’s annual report and accounts, as well as the administration by the Board of Directors and the Chief Executive Officer, for a term in accordance with the main rule of the Swedish Companies Act. A registered audit firm may also be appointed.
§ 7 Notice of General Meeting
Notice of a general meeting shall be published on the company’s website and in the Official Swedish Gazette (Post- och Inrikes Tidningar). The company shall also announce in Dagens Industri that notice has been given.
§ 8 Annual General Meeting
The Annual General Meeting shall be held annually within six months after the end of the financial year. The following matters shall be addressed at the meeting:
1. Election of chairman of the meeting
2. Preparation and approval of the voting list
3. Election of one or more persons to verify the minutes
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and audit report, and where applicable, the consolidated financial statements and group audit report
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 or loss according to the adopted balance sheet, and where applicable, the adopted consolidated balance sheet
c. Discharge from liability for Board members and the CEO
8. Determination of fees to the Board and, where applicable, the auditor
9. Election of:
a. Board members and any deputy members
b. Auditors and any deputy auditors
10. Any other matter to be addressed by the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association
§ 9 Collection of Proxies and Postal Voting
The Board may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The Board may, prior to a general meeting, decide that shareholders shall be able to exercise their voting rights by post.
§ 10 Right to Participate in General Meetings
Shareholders wishing to participate in a general meeting must notify the company no later than the date specified in the notice. This date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and must not fall earlier than the fifth weekday prior to the meeting. Shareholders may bring assistants to the meeting only if the number of assistants is notified to the company in accordance with the procedure applicable to shareholder registration.
§ 11 Share Classes
Shares may be issued in two classes: Class A and Class B. The number of shares of each class may correspond to the total number of shares in the company. At general meetings, Class A shares carry ten votes and Class B shares carry one vote. Both classes of shares entitle the holder to the same rights to the company’s assets and profits. In the event of a new issue of shares, subscription options, or convertibles not paid for with non-cash consideration, holders of Class A and Class B shares shall have preferential rights to subscribe for new shares of the same class in proportion to their existing holdings (primary preferential rights). Shares not subscribed for under primary preferential rights shall be offered to all shareholders (subsidiary preferential rights). If the shares offered under subsidiary preferential rights are insufficient for the subscriptions received, the shares shall be allocated among subscribers in proportion to their existing holdings, and if this is not possible, by lottery. The above shall not restrict the possibility of resolving on an issue that deviates from the shareholders’ preferential rights.
§ 12 Conversion Clause
Class A shares may be converted into Class B shares. A holder of Class A shares has the right to request that all or part of their Class A shares be converted into Class B shares. A majority representing more than half of all Class A shares also has the right to request that all issued Class A shares be converted into Class B shares, or that a certain proportion of all Class A shares be converted. In the case of a partial conversion, it shall be carried out pro rata in relation to each shareholder’s holding of Class A shares. Requests for conversion shall be made in writing to the Board of Directors, specifying the number of Class A shares to be converted. The company shall promptly notify the Swedish Companies Registration Office of the conversion for registration. The conversion is effective once registered and recorded in the share register.
§ 13 Financial Year
The company’s financial year shall be the calendar year.
§ 14 CSD Company
The company’s shares shall be registered in a central securities depository in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
These Articles of Association were adopted at an Extraordinary General Meeting on 18 November 2021.