§ 1 Registered name

The registered name of the company is Röko AB (publ). The company is a public limited liability company.

§ 2 Registered office

The company's registered office shall be situated in Stockholm.

§ 3 Operations

The company shall, on a long-term basis, own and manage real property and movable property and carry out other operations consistent herewith.

§ 4 Share capital

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Number of shares

The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

§ 6 Classes of shares

Two classes of shares may be issued, class A shares and class B shares. Class A shares carry ten votes per share and class B shares carry one vote per share. Class A shares and Class B shares carry equal rights to a part of the company’s assets and profit.

Shares of each class may be issued in a number equal to the entire share capital.

If the company resolves to issue new shares of class A and class B, through a cash or set-off issue, shareholders of class A and class B shall have pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preemption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the subsidiary pre-emption rights, the shares shall be allocated between the subscribers’ pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

If the company resolves only to issue class A shares or only to issue class B shares through a cash or set-off issue, all shareholders shall, irrespective of share class held, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them. If the company resolves to issue warrants or convertible debentures through a cash or set-off issue, the shareholders shall have pre-emption rights to subscribe for warrants as if the issue applied to the shares that may be subscribed for pursuant to the right of warrant and preemption rights to subscribe for convertible debentures as if the issue applied to the shares that the convertible debentures may be converted to, respectively.

The above shall not limit the right to resolve upon a cash or set-off issue with deviation from the shareholders’ pre-emption rights.

In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In this connection, the shareholders of existing shares of a certain class shall have pre-emption rights to new shares of the same class. This shall not restrict the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.

§ 7 The Board of Directors

The Board of Directors elected by the shareholders’ meeting shall consist of not less than three members and not more than ten members with no deputy members.

§ 8 The auditor

The company shall have not less than one and not more than two auditors and not more than two deputy auditors. The elected auditor shall be an authorized public accountant or a registered public accounting firm.

§ 9 Notice to shareholders’ meeting

Notice of shareholders’ meetings shall be made through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. It shall be announced in Svenska Dagbladet that a notice of a shareholders’ meeting has been issued.

§ 10 Participation at shareholders’ meetings

Shareholders who wish to participate in a shareholders’ meeting shall provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the meeting.

The shareholder is allowed to bring one or two counsels to the shareholders’ meeting, provided that the shareholder gives notice thereof in accordance with the preceding paragraph.

Shareholders’ meetings shall be held in Stockholm.

§ 11 The Annual Shareholders’ Meeting

At the annual shareholders’ meeting, the following matters shall be addressed:

1. Election of a chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons to verify the minutes;
5. Determination whether the meeting has been duly convened;
6. Presentation of the annual accounts and auditor's report, consolidated annual accounts and the consolidated auditor's report as well as the written statements regarding the sustainability report for the group;
7. Resolutions:
   1. on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
   2. on the disposition of the company's profit or loss as shown in the adopted balance sheet;
   3. on discharge of liability of members of the Board of Directors and the CEO.
8. Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors;
9. Determination of the fees to be paid to the Board of Directors and the auditors;
10. Election of the Board of Directors and auditors and, if applicable, deputy auditors;
11. Other matters that may be brought before the meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 12 Collecting of powers of attorneys and vote by post

The Board of Directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).

The Board of Directors has the right before a shareholders’ meeting to decide that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.

§ 13 The right for persons not being shareholders to attend a shareholders’ meeting

The Board of Directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the Board of Directors, to attend or in any other manner follow the discussions at a shareholders’ meeting.

§ 14 Euroclear company

A shareholder or Nominee which is included in the Register of Shareholders on the record date and entered in a CSD Register in accordance with the Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479) or which is entered on a CSD account according to Chapter 4, section 18, first paragraph, 6-8 of the said act, shall be deemed to be authorised to exercise the rights pertaining to Chapter 4, section 39 of the Swedish Companies Act (SFS 2005:551).

§ 15 Financial year

The company’s financial year shall be 1 January – 31 December.