Articles of association
Articles of association of Coor Service Management Holding AB, Reg. No. 556742-0806. Adopted at the extraordinary general meeting on 2 June 2015.
§ 1 Company name
The company’s name is Coor Service Management Holding AB. The company is a public company (publ).
§ 2 Registered office
The registered head office of the company is in the municipality of Stockholm, Stockholm county.
§ 3 Objects of the company
The company shall directly or through wholly or partly owned entities, carry out operations relating to the real property and facility management services (administrative and technical), and, within the scope of such operations, acquire, own, manage and sell shares, ownership interests, securities, security related instruments, enterprises, or parts thereof, and on its own behalf manage and sell real properties, and conduct other business activities related thereto.
§ 4 Share capital
The share capital shall be no less than SEK 200,000,000 and no more than SEK 800,000,000.
§ 5 Shares
The number of shares shall be no less than 50,000,000 and no more than 200,000,000 shares.
§ 6 Board of Directors and auditors
The Board of Directors shall consist of no less than three (3) and not more than ten (10) Directors.
The company shall have one (1) or two (2) auditors with not more than two (2) deputy auditors. An authorized public accountant or a registered auditing company shall be elected as auditor.
§ 7 Convening of shareholders’ meeting
Notice convening general meetings shall be issued through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) as well as on the company’s website. Announcement to the effect that a notice convening a general meeting has been issued shall be made in Svenska Dagbladet.
§ 8 Pre-notification
Shareholders wishing to participate at a general meeting shall be registered in the transcript or other form of display of the complete share register with reference to the status five weekdays before the meeting. Shareholders must also notify the company no later than the day stated in the notice for the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be a day falling earlier than the fifth weekday before the day of the shareholders’ meeting.
A shareholder may be accompanied by one or two assistants at the general meeting, but only if the shareholder has notified the company on the number of assistants in the manner prescribed in the paragraph above.
§ 9 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 annual general meetings:
- Election of a chairman of the meeting,
- Drawing up and approval of the voting list,
- Approval of the agenda,
- Election of one or two persons who shall approve the minutes,
- Determination of whether the meeting was duly convened,
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group,
- Resolutions regarding:
a) the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet,
b) allocation of the company’s profits or losses in accordance with the adopted balance sheet,
c) discharge from liability for the members of the Board of Directors and the CEO,
- Determination of fees for members of the Board of Directors and auditors,
- Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors,
- Election of the members of the Board of Directors and auditors and deputy auditors,
- Other matters which are set out in the Swedish Companies Act or the company’s articles of association.
§ 10 Financial year
The company’s financial year shall be the calendar year.
§ 11 CSD clause
The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).