CSR Fonder Sverige AB
§1 Company name
The company name is CSR Fonder Sverige AB
§2 Seat of the Board
The seat of the Board is in the municipality of Solna.
The company’s business is to conduct, in its capacity as a fund company, fund activities as referred to in the Act 2004:46 on investment funds. Fund advisors and a fund manage alternative investment funds in its capacity as an AIF manager pursuant to the Alternative Investment Fund Managers Act 2013:561.
§4 Capital stock
The share capital shall be not less than SEK 420 000 and not more than SEK 16 800 000.
§5 Number of shares
The number of shares shall be not less than 420 000 000 and not more than 1 680 000 000.
§6 Stock market
The shares may be issued in two series, designated series A and series B. A series shares may be issued up to a maximum number of 1 680 000 000 and series B shares up to a maximum number of 1 680 000 000. Series A shares carry the right to 10 votes and Series B shares carry the right to 1 vote. Class A and Class B shares carry equal rights to participate in the assets and profits of the company.
If the company decides to issue new Class A and Class B shares by way of a cash issue or a set-off issue, owners of Class A and Class B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously held (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares so offered are not sufficient for the subscription the shares shall be distributed among the subscribers in proportion to the number of shares previously held by them and, to the extent that this cannot be by drawing lots.
If the company decides to issue only Class A or Class B shares by means of a cash or set-off issue, all shareholders, irrespective of whether their shares are Class A or Class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already hold.
If the company decides to issue warrants or convertible bonds by way of a cash issue or a set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue concerned the shares that may be newly subscribed for on the basis of the option right and preferential rights to subscribe for convertible bonds as if the issue concerned the shares that may be newly subscribed for on the basis of the option right. the issue concerned the shares for which the convertible bonds may be exchanged. The above shall not imply any restriction on the possibility of deciding on a cash or set-off issue by way of derogation from the shareholders’ pre-emptive rights.
Class A shares may be converted into Class B shares at the request of shareholders. Such a request must be made in writing to the Board of Directors. The decision on conversion shall be taken by the Board of Directors or, on the authorisation of the Board of Directors, by the Managing Director. The above matters shall be dealt with at least once each financial year.
§7 The Board
The Board shall consist of not less than 1 and not more than 10 members with not less than 1 and not more than 10 alternates.
The company shall not have an auditor. However, according to the rules of the Companies Act, the general meeting may choose to appoint an auditor anyway.
Invitations is given by email
§10 Matters at the Annual General Meeting
The following matters shall be considered at the Annual General Meeting
1. Election of the Chairman of the Meeting
2. Establishment and approval of the voting list
3. Election of one or two tellers
4. Examination of whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual accounts and, where required, the audit report
7. Resolution on – adoption of the profit and loss account and the balance sheet – appropriation of the company’s profit or loss in accordance with the adopted balance sheet discharge from liability of the members of the board of Directors and the Managing Director
8. Determination of the remuneration of the Board of Directors and, in certain cases, of the auditors
9. Election of the Board of Directors and, if applicable, of auditors.
10. Any other matter to be dealt with at the General Meeting in accordance with the companies Act (2005:551) or the Articles of Association
§11 Fiscal year
The fiscal year is from the 1 January to the 31 December
The shareholder or trustee who, on the record date, is entered in the share register and registered in a record of voting, pursuant to Chapter 4. Act 1998:1479 on Central Securities Depositories and Account Management of Financial Instruments or the person registered in a reconciliation account pursuant to Chapter 4, Section 18, first paragraph 6-8 of the said Act, shall be presumed to be authorized to exercise the rights set forth in Chapter 4, Section 39 of the Companies Act 2005:551.The seat of the Board is in the municipality of Solna. The issue concerned the shares for which the convertible bonds may be exchanged.