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Shares can be issued in two classes, class A and class B. On voting at a general meeting, class A shares carry 10 votes, and class B shares carry 1 vote. Class A shares may be issued up to a maximum of 11,000,000 shares, and class B shares may be issued up to a maximum of 70,000,000 shares. Class A shares shall be converted into class B shares at the request of a class A shareholder in accordance with the following procedure:
A request for conversion shall be made in writing to the board of directors of the company. The request shall specify the number of shares to be converted, and, if the conversion shall not apply to all of the class A shares held by the shareholder, which particular shares shall be converted.
The board of directors is obliged to attend to the matter at the next board meeting after the request is made. The conversion shall be submitted for registration to the Swedish Companies Registration Office without delay and shall be effected when it has been registered in the companies register and noted in the central securities depository register.
If the company resolves to issue new class A shares and class B shares by way of payment in cash or payment by way of set-off, the owners of class A and class B shares shall have a preferential right to subscribe for new shares of the same class in proportion to the number of shares already held (“Primary Preferential Right”). Shares which have not been subscribed for by way of Primary Preferential Rights shall be offered for subscription to all shareholders (“Subsidiary Preferential Right”). In the event that the shares offered are not sufficient for subscription made by way of Subsidiary Preferential Rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held, and to the extent that this is not possible, by the drawing of lots.
If the company resolves to issue either class A or class B shares by way of payment in cash or payment by way of set-off, all shareholders, irrespective of their shares being shares of class A or of class B, shall have a preferential right to subscribe for new shares in proportion to the number of shares already held.
If the company resolves to issue warrants or convertibles by way of payment in cash or payment by way of set-off, the shareholders’ preferential right to subscribe for warrants shall be based on the number of shares which may be subscribed for in the event that all warrants are exercised, and the shareholders’ preferential right to subscribe for convertibles shall be based on the number of shares which may be subscribed for in the event that all convertibles are converted into shares.
The above shall not limit the possibility to resolve on issues of shares by way of payment in cash or payment by way of set-off with a disapplication of shareholders’ preferential rights. If the share capital is increased by way of a bonus issue of new shares, new shares shall be issued in proportion to the number of shares of each class which already exist. In such case, old shares of a specific class shall provide an entitlement to new shares of the same class. This shall not prevent the possibility to issue shares of a new class of shares by way of a bonus issue, after having made necessary amendments to the articles of association.
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