Articles of Association
Fabege's Articles of Association state that the company shall seek to acquire, manage, add value to and divest properties. The Board of Directors has its registered office in Stockholm. In other respects, the Articles of Association contain provisions on the number of shares, the number of Directors and auditors, and the Annual General Meeting (AGM).
Articles of Association of Fabege AB AB (publ), corporate identity no.556049-1523.
- The company’s name is Fabege AB. The company is a public company (publ).
- The company’s object is to acquire, manage, improve and sell properties and conduct such other activities as are compatible therewith.
- The Board of Directors has its registered office in Stockholm.
- The share capital shall be at least one billion six hundred and seventy million (1,670,000,000) and not more than six billion six hundred and eighty million (6,680,000,000) Swedish kronor.
- The number of shares shall be at least sixty-six million eight hundred thousand (66,800,000) and not more than two hundred and sixty-seven million two hundred thousand (267,200,000).
- The Board of Directors shall comprise at least four and not more than nine members.
- The company shall have at least one and not more than two auditors and the same number of deputies, or at least one and not more than two registered auditing companies. The auditor(s) and deputy auditor(s), or the main auditor, shall be authorised public accountants.
- The calendar year shall be the company’s financial year.
- The Annual General Meeting (AGM) shall be held in Stockholm or in Solna once a year. At the AGM the shareholders shall transact the following business:
1. Elect a chairman for the AGM.
2. Draw up and approve the list of voters.
3. Elect one or two persons to check the minutes.
4. Approve the agenda.
5. Establish whether the AGM has been duly convened.
6. Listen to a presentation of the annual report and audit report and of the consolidated accounts and
consolidated audit report.
a. whether to adopt the profit and loss account, balance sheet and the consolidated profit and loss
account and consolidated balance sheet,
b. on the treatment of the company’s profit or loss in accordance with the adopted balance sheet,
c. whether to discharge the Directors and Chief Executive Officer from liability,
d. on a record day, in the event that the shareholders decide to approve payment of a dividend.
8. Decide on the number of Directors, auditors and deputy auditors.
9. Decide on the fees to be paid to the Directors and auditors.
10. Elect a Board of Directors and Board Chairman.
11. Election of auditors and deputy auditors.
12. Other items that the Meeting is obliged to address in accordance with the Swedish Companies
Act or the Articles of Association.
13. Transact any other business that is incumbent on the shareholders in accordance with the
Companies Act or the company’s Articles of Association.
- Notice to attend the AGM shall be made by advertisement in Post- och Inrikes Tidningar and on the company’s website. Information confirming that the official notification has been sent is to be provided in an advertisement in Svenska Dagbladet.
- Shareholders wishing to take part in the negotiations at the AGM must be included in a transcript of the entire shareholders’ register describing the situation five weekdays before the AGM and must notify their intention to attend the AGM to the company, stating the name(s) of any assistant(s), which may not exceed two in number, no later than 4 pm on the day stated in the notice of AGM. This day must not be a Sunday or other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and must not be earlier than five weekdays before the AGM.
- The Board of Directors may decide that a person who is not a shareholder of the company shall have the right to attend the AGM on terms specified by the Board of Directors.
- The company’s shares shall be registered in a reconciliation register in accordance with the Accounting of Financial Instruments Act (1998:1479).