Articles of Association
Prisma Properties’ Articles of Association contain information regarding, among other things, share capital, number of board members and auditors, as well as provisions regarding notice and agenda for the Annual General Meeting.
Navigation Menu
Articles of Association
N.B. The English text is an unofficial translation.
Articles of association of Prisma Properties AB
Reg. no. 559378-1700
Adopted at the annual general meeting held on 6 May 2024.
§ 1 Company name
The name of the company is Prisma Properties AB. The company is a public company (publ).
§ 2 Registered office
The registered office of the company is situated in Stockholm.
§ 3 Object of the company’s business
The object of the company’s business is to, directly or indirectly, carry out investments in real estate, own and manage real property and chattels, and any other activities compatible therewith.
§ 4 Share capital and number of shares
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 100,000,000 and not more than 400,000,000.
§ 5 Board of directors
The board of directors shall comprise not less than five (5) and not more than eight (8) members, without deputies.
§ 6 Auditor
The company shall have one to two auditors with a maximum of two deputy auditors or a registered accounting firm.
§ 7 Notice of shareholders’ meeting
Notice to attend general meetings shall be issued by publishing in the Official Swedish Gazette (Sw. Post och Inrikes Tidningar) as well as at the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 8 Participation in general meetings
Shareholders wishing to participate in a general meeting shall give notice of their attendance to the company by the date specified in the notice convening the meeting. The latter day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not be more than five working days before the meeting.
At a general meeting, shareholders may be accompanied by one or two assistants, although only if the shareholder has given notification of this as specified in the previous paragraph.
§ 9 Business at annual shareholders’ meetings
The annual general meeting is held each year within six months of the end of the financial year.
The following matters shall be addressed at the annual general meeting.
- Election of a chairman of the meeting,
- Preparation and approval of the voting register,
- Approval of the agenda,
- Election of one or two persons to attest the minutes,
- Determination of whether the meeting was duly convened,
- Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report on the consolidated accounts,
- Resolutions regarding
- (a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
- (b) allocation of the company’s profit or loss according to the adopted balance sheet,
- (c) discharge from liability for board members and the chief executive officer,
- Determination of remuneration for the board of directors and auditors,
- Election of the board of directors and accounting firm or auditors,
- Any other business incumbent on the meeting according to the Companies Act or the articles of association.
§ 10 Proxy collection and postal voting
The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with the procedure set out in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551). Postal voting shall, if the board so decides, be possible by electronic means.
§ 11 Financial year
The company’s financial year shall be the calendar year.
§ 12 Central security depository clause
Shareholders or trustees, which on the record date are entered into the share register and noted in a record day register, according to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Account Act (1998:1479), or which on the record day are noted on a record day account according to Chapter 4, Section 18, first paragraph 6-8 in the aforementioned law, shall be presumed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).
