Articles of Association for CSR Real Estate Investment AB
(Corporate Reg. No: 559218-4344)
Adopted at the Annual General Meeting on 2021-08-02.
§ 1 Business name
The Company’s business name is CSR Real Estate Investment AB. The Company is going to be public.
§ 2 Registered office
The Company has its registered office in Stockholm, Solna County.
§ 3 Object of the Company
The company’s business model is based on mediating and managing residential properties and community properties to enable secure cash flows over time. In addition to property management, there is rental of properties, property transactions and property development.
§ 4 Share capital
The share capital must be a minimum of 20 000 000 and a maximum of SEK 80 000 000.
§ 5 Number of shares
The number of shares shall be a minimum of 200 000 000 and a maximum of 800 000 000.
§ 6 Share Market
The shares must be able to be issued in two series, designated series A and series B. Series A shares are issued for a maximum number of 800,000,000 and series B shares for a maximum of 800,000,000. Series A shares carry the right to ten / 10 / votes and shares of series B carry the right to one / 1 / vote. Series A and Series B shares entitle to the same right to a share in the company’s assets and profits.
If the company decides to issue new Series A and Series B shares through a cash issue or set-off issue, owners of Series A and Series B shares shall have a preferential right to subscribe for new shares of
the same class of shares in relation to the number of shares the holder previously owns (primary preferential rights).
Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription
(subsidiary preferential right). If the shares thus offered are not sufficient for the subscription that takes place
subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own and, insofar as this cannot be done, by drawing lots.
If the company decides to issue shares of series A or series B only through a cash issue or set-off issue, all shareholders, regardless of whether their shares are of series A or series B, shall have a preferential right to subscribe for new shares in proportion to the number of shares they previously own.
If the company decides to issue warrants or convertibles through a cash issue or set-off issue, the shareholders have a preferential right to subscribe for warrants as if the issue concerned the shares that may be subscribed for due to the option rate and preferential right to
subscribe for convertibles as if the issue concerned the shares for which the convertibles may be exchanged.
What has been said above should not imply any restriction on the possibilities for decision-making
cash issue or set-off issue with deviation from the shareholders’ preferential rights.
Series A shares may, at the request of shareholders, be converted into Series B shares. Such a request
shall be submitted in writing to the board. Decisions on conversion are made by the board or, after
authorization by the Board of Directors, by the CEO. Matters that have now been said must be dealt with at least once every financial year.
§ 7 Board members
The board shall consist of a minimum of 1 and a maximum of 10 members with a minimum of 1 and a maximum of 10 deputies.
§ 8 Auditors
The company shall not have an auditor. However, in accordance with the rules in the Swedish Companies Act, the Annual General Meeting may choose to appoint an auditor anyway.
§ 9 Location of the General Meeting
The General Meeting of shareholders shall be held in Stockholm, Sweden.
§ 10 Matters at the Annual General Meeting
The following matters shall be considered at the Annual General Meeting.
Election of chairman of the meeting
2. Establishment and approval of the ballot paper
Selection of one or two adjusters
4. Examination of whether the meeting has been duly convened
5. Approval of agenda
6. Presentation of the annual report and, when required, the auditor’s report
7. Resolutions on – approval of the income statement and balance sheet – dispositions regarding the company’s profit or loss according to the approved balance sheet – discharge from liability for board members and the CEO
8. Determination of fees to the board and in some cases the auditors
9. Election to the Board and, where applicable, by auditors.
10. Other matters, which are to be discussed at the Annual General Meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.
§ 11 Shareholder’s right to participate in General Meetings
Shareholders who want to participate in the proceedings at a General Meeting, shall notify the Company no later than the day stated in the convening notice for the Meeting. The aforementioned day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the Meeting.
§ 12 Assistants to shareholders
Assistants to shareholders may accompany them to the General Meeting if the shareholder has registered this in the manner stated in the previous paragraph.
§ 13 Financial year
The Company’s financial year shall cover a calendar year.
§ 14 Record day provision
The company’s shares must be registered in a record register in accordance with the Act (1998: 1479) on central securities depositories and accounting of financial instruments.