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Articles of Association

1 § Name

The company’s name is Green Landscaping Group AB (publ).

2 § Registered office

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

3 § Object of the company's business

The object of the company’s business is directly or indirectly to, independently or through subsidiary companies, pursue land and real estate engineering operations, management and contract work and any other activities compatible therewith and to own and manage real estate and chattels.

4 § Share capital

The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000. The number of shares shall be not less than 35,000,000 and not more than 140,000,000.

5 § Financial year

The company’s financial year shall be the calendar year.

6 § Board of Directors

The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members, without deputy members.

7 § Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, where applicable, deputy auditor, shall an authorized public accountant or a registered public accounting firm be elected.

8 § Notice of shareholder's meeting

Notices of general meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Dagens Industri that a notice has been made.

Shareholders wishing to participate in general meetings must be recorded in the share register in accordance with the provisions in the Swedish Companies Act (Sw. aktiebolagslagen) and notify the company no later than the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

9 § Business at annual shareholder's meetings

The following business shall be addressed at annual shareholders’ meetings:

  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 who shall approve the minutes of the meeting;
  5. determination of whether the meeting was duly convened;
  6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
  8. resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
  9. resolutions regarding discharge of the members of the board of directors and, where applicable, the managing director from liability;
  10. determination of the number of members, and deputy members, of the board of directors and, where applicable, the number of auditors and deputy auditors;
  11. determination offers for members of the board of directors and auditors;
    election of the members of the board of directors and, where applicable, auditors and deputy auditors;
  12. other matters which are set out in the Swedish Companies Act or the company’s articles of association.

10 § CSD Clause

The shares of the company shall be registered in a CSD register in accordance with the Central Securities Depositaries and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

11 § Collection of proxies and postal voting 

The Board of Directors may collect proxies at the expense of the company in accordance with the procedure described in Chapter 7 Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may, before a general meeting, resolve that the shareholders before the general meeting shall have the right to exercise their voting rights by post in accordance with the procedure stated in Chapter 7 Section 4a of the Swedish Companies Act (2005:551).