Alf Göransson was appointed Chairman of the Meeting. It was noted that Hans Petersson was assigned to keep the minutes of the Meeting.

Transcription

1 Protokoll fört vid extra bolagsstämma med aktieägarna i Loomis AB (publ), , i Stockholm den 5 september Minutes of Extraordinary General Meeting of shareholders in Loomis AB (publ), , held in Stockholm on 5 September Stämman öppnades av styrelsens ordförande, Alf Göransson. The Meeting was opened by the Chairman of the Board, Alf Göransson. Alf Göransson utsågs att såsom ordförande leda förhandlingarna vid stämman. Det antecknades att såsom sekreterare vid stämman tjänstgjorde Hans Petersson. Alf Göransson was appointed Chairman of the Meeting. It was noted that Hans Petersson was assigned to keep the minutes of the Meeting. 2 3 De i bilagda förteckningen, Bilaga 1, såsom närvarande upptagna aktieägarna hade inom föreskriven tid anmält sitt deltagande i stämman. Förteckningen godkändes såsom röstlängd vid stämman. The shareholders designated as being present in the attached list, Exhibit 1, had within the prescribed period of time notified the Company of their intention to participate in the Meeting. The list was approved as voting list for the Meeting. Det i kallelsen intagna förslaget till dagordning godkändes av stämman. 4 The proposed agenda in the convening notice was approved by the Meeting. Johan Strandberg (representerande SEB Fonder) samt Marianne Nilsson (representerande Swedbank Robur fonder) utsågs att jämte ordföranden justera dagens protokoll. Johan Strandberg (representing SEB Fonder) and Marianne Nilsson (representing Swedbank Robur fonder), were appointed to approve the minutes of the Meeting together with the Chairman. 5

2 2(3) Det noterades att kallelse till stämman skett den 31 juli 2018 genom annonsering i Post- och Inrikes Tidningar och publicering på bolagets hemsida, samt att annons om att kallelse skett samma dag varit införd i Svenska Dagbladet. Stämman konstaterades vara i behörig ordning sammankallad. 6 It was noted that on 31 July 2018 a convening notice in respect of the Meeting had been published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company s website, and that an advertisement regarding the meeting being convened had been published in Svenska Dagbladet on the same day. The Meeting was declared to have been duly convened. 7 Redogjorde ordföranden för det huvudsakliga innehållet i styrelsens förslag till inrättande av ett långsiktigt sparaktiebaserat incitamentsprogram (LTIP ) innefattande säkringsåtgärder genom ingående i ett aktieswapavtal. Gavs aktieägarna möjlighet att ställa frågor, som ordföranden besvarade. Beslutade stämman i enlighet med styrelsens förslag med säkringsåtgärder enligt Bilaga 2. Noterades att aktieägare representerande totalt aktier och röster, motsvarande ca 13,9 % av antalet närvarande röster på stämman, uppgivit att de röstade nej till förslaget. Noterades vidare att Christopher Ödmann, både för eget innehav och som representant för Sveriges Aktiesparares Riksförbund (sammanlagt 120 aktier), reserverade sig och framförde att incitamentsprogram bör beslutas av årsstämman. The Chairman informed on the principal contents of the Board s proposal for the implementation of a long-term share save based incentive program (LTIP ) including hedging measures through the entering into of a share swap agreement. The shareholders were given the opportunity to put questions, which were answered by the Chairman. The Meeting resolved in accordance with the Board s proposal, with hedging measures, in accordance with Exhibit 2. It was noted that shareholders representing in total 8,894,819 shares and votes, corresponding to approximately 13.9% of the number of votes present at the Meeting, voted against the proposal. It was further noted that Christopher Ödmann, both for his own shareholding and as a representative of Sveriges Aktiesparares Riksförbund (in total 120 shares), opposed the resolution and remarked that incentive programs should be resolved by the Annual General Meeting. 8 Redogjorde ordföranden för det huvudsakliga innehållet i styrelsens förslag avseende ändring av bolagsordningen i enlighet med Bilaga 3. Beslutade stämman i enlighet med styrelsens förslag om ändring av bolagsordningen varefter bolagsordningen skall ha den lydelse som framgår av Bilaga 4. Det antecknades att beslutet var enhälligt. The Chairman presented the principal content of the Board s proposal regarding amendments to the Articles of Association in accordance with Exhibit 3. The Meeting resolved in accordance with the Board s proposal to amend the Articles of Association whereupon the Articles of Association will have the wording set out in Exhibit 4. It was noted that the resolution was unanimously adopted. 9 Härefter förklarade ordföranden stämman avslutad. Hereafter, the Chairman closed the Meeting.

3 3(3) Vid protokollet: At the minutes: Hans Petersson Justeras: Approved: Alf Göransson Johan Strandberg Marianne Nilsson

4 Exhibit 2 Proposal of the Board of Directors for implementation of a long-term share save based incentive program (LTIP ) The Board of Directors of Loomis AB (publ) ( Loomis ) proposes that the Extraordinary General Meeting to be held on 5 September 2018 resolves on the implementation of a long-term share save based incentive program ( LTIP ) comprising the group management and a number of key employees within the Loomis group, approximately 58 employees in total. LTIP is based on the following principles: (i) the participants must invest some of their own funds in Loomis Class B shares; (ii) the participants must remain in the group for a specified period of time and (iii) the outcome of LTIP , in the form of so called performance shares, is related to the achievement of a fixed performance target. For purpose of hedging the undertakings and costs related to LTIP , the Board of Directors proposes that Loomis enters into a so called share swap agreement with a third party, under which the third party in its own name shall acquire and transfer shares in the company to the employees participating in the program. 1. Background and reasons The main purpose of LTIP is to align the interests of the group management and other key employees with those of the shareholders and thereby ensure maximum long-term value creation. LTIP furthermore aims to create a long-term focus on the group s increase in earnings among the participants. In addition, LTIP is deemed to facilitate for Loomis to recruit and retain members of the group management and other key employees and is linked to the financial targets for which were announced by Loomis in September Terms and conditions for participation and acquisition of Saving Shares In order to participate in LTIP , the participants must make their own investments in Loomis Class B shares ( Saving Shares ) by no later than 30 September 2018, with a right for the Board of Directors to prolong this period by up to two months should there be any legal or other considerable practical obstacles for a participant s acquisition during this period. In respect of participants joining LTIP thereafter (new employees), the Board of Directors also the has right to postpone the last day of acquisition to 31 December 2018, at the latest. Within the scope of LTIP , the Saving Shares may be acquired through a cash investment by way of a participant s own acquisition of Loomis Class B shares on Nasdaq Stockholm. The participants shall be divided into four categories, in which acquisition of Saving Shares to LTIP shall be permitted in accordance with the following: Loomis AB, Drottninggatan 82, SE Stockholm, P.O. Box 702, SE Stockholm, Sweden Telephone: ,

5 Category Position Number of Saving Shares 1. President and CEO Saving Shares corresponding to a value of maximum SEK 2,000, Regional President Europe and Regional President USA 3. Other members of the group management (approximately 8 individuals) 4. Country Presidents/District Vice Presidents/others (approximately 47 individuals) Saving Shares corresponding to a value of maximum SEK 1,000,000 Saving Shares corresponding to a value of maximum SEK 1,000,000 Saving Shares corresponding to a value of maximum SEK 500, Terms and conditions for the Performance Shares Provided that (i) the participant has been employed within the group without intermission until the expiration of the vesting period, which expires on 28 February 2022 (the Vesting Period ) 1 ; (ii) the participant has not sold any Saving Shares before the expiration of the Vesting Period; and (iii) the performance target (see below) has been met, the participants shall, after the expiration of the Vesting Period and free of charge, be entitled to allotment of a maximum of four Loomis Class B shares for each Saving Share to the company s CEO, Regional President Europe and Regional President USA, a maximum of three Loomis Class B shares to the other members of the group management and a maximum of two Loomis Class B shares to the other participants (Country Presidents, District Vice Presidents and others) ( Performance Shares ). The performance target that has to be met for allotment of Performance Shares is related to the accumulated performance of earnings per share (EPS) (the Performance Target ) during the period 1 January December 2021 (the Performance Period ). The achievement of the Performance Target will be determined in connection with the publication of the year-end report for 2021 and allotment of Performance Shares will take place after the expiration of the Vesting Period, in March 2022 at the earliest. The allotment of Performance Shares is based on the minimum and maximum target level of the accumulated performance of EPS during the Performance Period, as determined by the Board of Directors. The Board of Directors believes that the determined minimum and maximum target levels are well adjusted and do not entail a non-substantial increase of EPS. The Board of Directors intends to present the established Performance Target in the annual report for the financial year If the minimum target level is not met, no allotment of Performance Shares will be made. If the upper target level is met or exceeded, full allotment shall be made, corresponding to a maximum of four Performance Shares for each Saving Share to the CEO, Regional President Europe and Regional President USA, a maximum of three Performance Shares for each Saving Share to the other members of the group management and a maximum of two Performance Shares for each Saving Share to the other participants (Country Presidents, District Vice Presidents and others). If the lower target level is exceeded but the upper target level is not met, a linear proportioned allotment of Performance Shares shall be made. The final number of Performance Shares to be allotted to each participant shall be rounded to the nearest whole number. 1 The Board of Directors may allow limited exceptions from the requirement of employment during the full Vesting Period. 2 (4)

6 LTIP has a maximum limit in terms of profit for the participants, entailing that if the volume-weighted average price paid for the Loomis Class B share on Nasdaq Stockholm during a period of five trading days immediately preceding the day of allotment of Performance Shares exceeds SEK 800 per share, the number of Performance Shares that each participant is entitled to will be reduced taking the maximum limit into account. The participant is not entitled to transfer, pledge or sell the right to obtain Performance Shares or to exercise any shareholders rights in respect of the Performance Shares during the Vesting Period. 4. New participants A prerequisite for new participants right to join LTIP is that the Board of Directors resolves thereof no later than 31 December The number of Performance Shares to be allotted to such new participant shall be adjusted in relation to the earlier performance of EPS during the Performance Period. 5. Form and operation The Board of Directors shall be responsible for the design and administration of LTIP and for the detailed terms to be applied between Loomis and the participants in the program in accordance with the terms and principles set out in this proposal. The Board of Directors shall be entitled to make such minor adjustments of these terms and conditions that may be necessary due to legal or administrative conditions. In some cases, the Board of Directors shall furthermore be entitled to reduce the maximum number of Performance Shares to be allotted or, fully or partly, prematurely terminate LTIP as well as make local adaptations of the program that may be required in order to implement the program in countries concerned at reasonable administrative costs and contributions, including, among other things, to offer cash settlement. The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance Shares (i) for individual participants based on individual circumstances, or (ii) if it is otherwise deemed to be suitable or appropriate due to significant changes in Loomis or the market, or (iii) if the outcome otherwise is considered unreasonable. The Board of Directors shall be entitled to resolve on adjusted or changed allotment of Performance or the termination of LTIP should anyone, alone or together with related persons, acquire such a large number of Loomis shares, which, pursuant to applicable regulations, would result in an obligation to make a public offer to acquire the remaining shares in Loomis. 6. Scope The maximum number of Saving Shares that each participant is entitled to acquire depends on the price of the Loomis Class B share at the time of the acquisition. Provided that the Loomis Class B share is traded around SEK 285 at the time of allotment of the Performance Shares, LTIP will, in accordance with the principles and assumptions, comprise a maximum of 300,000 Class B shares in total (excluding shares to cover social security contributions), which corresponds to approximately 0.4 per cent of the total number of outstanding shares and approximately 0.3 per cent of the total number of votes in Loomis. The number of shares that may be transferred under LTIP shall be subject to customary recalculation due to any intervening split or reverse share split, bonus issue, preferential issue and/or other similar corporate actions. In case of a recalculation, the limitation on the profit per share may also be subject to recalculation. 7. Entering into a share swap agreement In order to hedge delivery of Performance Shares and to cover administrative costs, mainly for social security contributions, the Board of Directors proposes that Loomis enters into a share swap agreement with a third party. The share swap agreement entails that the third party in its 3 (4)

7 own name shall acquire and transfer Loomis Class B shares to employees comprised by LTIP as well as sell Loomis Class B shares over the market. 8. Costs of LTIP LTIP will give rise to personnel costs during the Vesting Period, partly in terms of wages and salaries in the accounts and partly in terms of social security contributions. Based on the current trading level of approximately SEK 285 per share and assuming maximum allotment of Performance Shares, these costs are estimated to approximately MSEK 80 after tax. The cost for entering the share swap agreement in accordance with section 7 above is estimated to approximately SEK 500,000. In addition to the costs incurred by the program, the share swap agreement will not affect the earnings per share. The Board of Directors deems that the positive effects on the result that are expected as a result of increased share ownership among the group management and persons in senior managerial positions, which may be further increased through LTIP , outweighs the costs related to LTIP Preparation of the proposal LTIP has been initiated by the Board of Directors of Loomis and has been prepared in consultation with external advisors. The program has been processed in the Remuneration Committee and discussed at Board meetings during The Board of Directors, excluding the CEO, has prepared the parameters of the program. 10. Other incentive programs in Loomis Loomis presently has two share based incentive programs which were implemented by resolutions at the Annual General Meeting 2017 and 2018, respectively. The incentive programs enable approximately 350 key employees within Loomis to become shareholders of Loomis, through the participant s opportunity to receive parts of the annual bonus in Loomis Class B shares. It is the Board of Director s opinion that these incentive programs (which have been applied since 2010) are and have been appropriate and have created common objectives for key employees and the shareholders. 11. Majority requirements In order for the resolution on implementation of LTIP and the hedging measures to be valid, the Board of Directors proposal must be supported by more than one half of the votes cast at the General Meeting, in the event of a tied vote, the chairman shall have the casting vote. Stockholm in July 2018 The Board of Directors Loomis AB (publ) 4 (4)

8 Exhibit 3 The Board of Directors proposal for resolution on amendment of the Articles of Association The Board of Directors of Loomis AB (publ) proposes that the Extraordinary General Meeting to be held on 5 September 2018 resolves to include a conversion provision as a new ninth paragraph of 5 of the Articles of Association, in accordance with the below. Proposed wording New ninth paragraph of 5 At the request from a shareholder, shares of Series A (one or more) belonging to that shareholder shall be converted to the corresponding number of shares of Series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository). After the proposed amendments, Loomis Articles of Association will have the wording set out in Appendix A. Authorisation The Board of Directors proposes that the CEO be authorised to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office. Majority requirement The resolution by the Meeting requires the support of shareholders representing at least twothirds of both the votes cast and the shares represented at the Meeting. Stockholm in July 2018 The Board of Directors Loomis AB (publ) Loomis AB, Drottninggatan 82, SE Stockholm, P.O. Box 702, SE Stockholm, Sweden Telephone: ,

9 Appendix A Articles of Association Loomis AB (publ) ARTICLES OF ASSOCIATION for LOOMIS AB with corporate identity number The name of the company is Loomis AB. The company is a public company (publ). The Board of Directors of the company shall have its registered office in the municipality of Stockholm, County of Stockholm The object of the company is (directly or indirectly through subsidiaries) to provide services and products within the field of security and/or related to the management of cash and other valuables, as well as to pursue other compatible business. 4 The share capital shall be no less than SEK two hundred million (200,000,000) and no more than SEK eight hundred million (800,000,000). The number of share issued shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000). 5 The shares may be issued in two classes, designated class A and class B shares. Shares of class A may be issued up to a maximum number of forty eight million (48,000,000) and shares of class B to a maximum number of one hundred and ninety two million (192,000,000). Each share of class A entitles to ten (10) votes and each share of class B to one (1) vote. Should the company decide to issue new class A and class B shares by way of a cash issue or a set-off issue, the holders of class A and class B shares, respectively, shall have priority right to subscribe to new shares of the same class in proportion to their existing shareholdings (primary right of priority). Shares not subscribed to by primary right of priority shall be offered to all shareholders (subsidiary right of priority). If the entire number of shares subscribed to by subsidiary right of priority cannot be issued, the shares shall be allocated between the subscribers in proportion to their existing shareholdings and, insofar as this cannot be done, by drawing of lots. 2 (5)

10 Should the company decide to issue shares of only one class by way of a cash issue or a set-off issue, all shareholders, irrespective of whether their shares are of class A or class B, shall have priority right to subscribe to new shares in proportion to their existing shareholdings. Should the company decide to issue warrants or convertible bonds by way of a cash issue or a set-off issue, the shareholders shall have the priority right to subscribe to such warrants as if the shares to which the warrants entitle were issued and the priority right to subscribe to such convertible bonds as if the shares for which the convertible bonds may be exchanged were issued, respectively. What is stated above shall not entail any restrictions on the possibility to resolve on a cash issue or a set-off issue with deviation from the shareholders priority rights. An increase of the share capital by way of a bonus issue shall be made by issuing shares of both class A and B distributed between the classes of shares in proportion to their part of the share capital when the increase is decided upon. Holders of shares of class A and class B, respectively, shall then have the right to new shares of the same class, each in proportion to their existing shareholdings. The above shall not entail any restrictions on the possibilities to issue shares of a new class by a bonus issue, after any necessary amendments of the articles of association. At the request from a shareholder, shares of Series A (one or more) belonging to that shareholder shall be converted to the corresponding number of shares of Series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository). 6 The Board of Directors shall, in addition to such members that, in accordance with law, may be nominated by others than the General Meeting of Shareholders, consist of no less than five (5) and no more than ten (10) Directors, with no deputies. For the audit of the company s administration and accounts, a registered public accounting firm shall be appointed by the General Meeting. A notice convening a General Meeting shall be published in Post- och Inrikes Tidningar and on the company s website. It shall be announced in Svenska Dagbladet that notice of a General Meeting has been given. General Meetings shall be held in Stockholm A shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript or other presentation of the share register relating to the facts which were recorded five (5) weekdays before the General Meeting and must give notice to the company not later than the day mentioned in the notice convening the meeting, before 4 p.m. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year s Eve and must not fall earlier than on the fifth weekday before the General Meeting. 3 (5)

11 At the General Meeting, a shareholder is entitled to be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph. 10 At the Annual General Meeting the following matters shall be dealt with: 1. Election of a Chairman of the Meeting; 2. Preparation and approval of a voting list; 3. Approval of the Agenda; 4. Election of one or two persons to check the minutes; 5. Examination of whether the Meeting has been properly convened; 6. Presentation of the Annual Report and the Auditors Report on the Parent Company, and the Consolidated Accounts and the Auditors Report on the Group; 7. Resolutions with respect to a) the adoption of the Income Statement and the Balance Sheet of the Parent Company, and the Consolidated Income Statement and the Consolidated Balance Sheet, b) the appropriation of the Company s profit or loss according to the adopted Balance Sheet, c) the discharge of the Directors of the Board and the Managing Director from their liability; 8. Determination of the number of directors; 9. Determination of fees for the Board of Directors and, where applicable, the Auditors; 10. Election of the directors and, where applicable, appointment of a registered public accounting firm; 11. Any other matter duly referred to the General Meeting. 11 The calendar year shall be the financial year of the company. 4 (5)

12 12 If a share of class A has been transferred to a person who is not already a holder of shares of class A, by means of purchase, exchange, gift, separation of joint property, inheritance, will, company distribution, merger, demerger or other transfer of title, such share shall immediately be offered to the holders of shares of class A for redemption. As soon as the Central Securities Depository (CSD) has been notified of the transfer of title, the Board of Directors shall immediately inform the acquirer of its obligation to offer the shares for redemption by written notification to the Board of Directors. Such notification shall contain information on the consideration paid for the shares and the acquirer s conditions for redemption. The acquirer shall hereby evidence his or her acquisition of the shares. Immediately upon receiving a notification of transfer of title, the Board of Directors shall enter this into a special book with details on the date of notification, as set forth in the Companies Act. The Board of Directors shall at the same time notify every person entitled to redemption whose postal address is known to the company, in writing, of the transfer of title to the shares and inform that claims for redemption shall be submitted to the Board of Directors within two (2) months from the acquirer s notification of the transfer of title. Claims for redemption submitted within the stipulated time period shall be entered into a special book with details on the date of the claim for redemption, as set forth in the Swedish Companies Act. An offer for redemption may not be exercised for a smaller number of shares than those included in the offer. If claims for redemption are made by several persons entitled thereto, the shares shall, to the extent possible, be allocated to those entitled to redemption in proportion to their previous holdings of shares of class A. The remaining number of shares shall be allocated by drawing of lots, executed by notary public. The redemption price shall be determined by agreement between the acquirer and the person entitled to redemption and shall as a general rule, if the shares have been transferred for a consideration, correspond to such consideration and otherwise to the price which can be expected in a sale under normal circumstances. If an agreement on the redemption price cannot be reached, the person entitled to redemption may request arbitration as set forth below. A dispute regarding redemption of shares in accordance with this section 12 shall be finally settled by the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Arbitration shall be requested within two months from the day when the claim for redemption was submitted to the company in accordance with what is stipulated above. The arbitration board shall consist of three arbitrators or one single arbitrator and is to be appointed by the institute. All requests for arbitration, which by reason of the same transfer of shares have been submitted to the institute within the above stated time, shall be dealt with as one single arbitration procedure. The redemption price shall be paid within one (1) month from the time when the redemption price was determined, by means of agreement between the parties or by an arbitration award. If, within the stipulated time, no person entitled to redemption would submit a claim for redemption, or if the redemption price would not be paid within the stipulated time, the person who offered the share for redemption shall be entitled to be registered as holder of the share. 13 The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479). 5 (5)

13 Exhibit 4 ARTICLES OF ASSOCIATION for LOOMIS AB with corporate identity number The name of the company is Loomis AB. The company is a public company (publ). The Board of Directors of the company shall have its registered office in the municipality of Stockholm, County of Stockholm. 2 3 The object of the company is (directly or indirectly through subsidiaries) to provide services and products within the field of security and/or related to the management of cash and other valuables, as well as to pursue other compatible business. 4 The share capital shall be no less than SEK two hundred million (200,000,000) and no more than SEK eight hundred million (800,000,000). 5 The number of share issued shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000). The shares may be issued in two classes, designated class A and class B shares. Shares of class A may be issued up to a maximum number of forty eight million (48,000,000) and shares of class B to a maximum number of one hundred and ninety two million (192,000,000). Each share of class A entitles to ten (10) votes and each share of class B to one (1) vote. LEGAL# v1 Should the company decide to issue new class A and class B shares by way of a cash issue or a set-off issue, the holders of class A and class B shares, respectively, shall have priority right to subscribe to new shares of the same class in proportion to their existing shareholdings (primary right of priority). Shares not subscribed to by primary right of priority shall be offered to all shareholders (subsidiary right of priority). If the entire number of shares subscribed to by subsidiary right of priority cannot be issued,

14 the shares shall be allocated between the subscribers in proportion to their existing shareholdings and, insofar as this cannot be done, by drawing of lots. Should the company decide to issue shares of only one class by way of a cash issue or a set-off issue, all shareholders, irrespective of whether their shares are of class A or class B, shall have priority right to subscribe to new shares in proportion to their existing shareholdings. Should the company decide to issue warrants or convertible bonds by way of a cash issue or a set-off issue, the shareholders shall have the priority right to subscribe to such warrants as if the shares to which the warrants entitle were issued and the priority right to subscribe to such convertible bonds as if the shares for which the convertible bonds may be exchanged were issued, respectively. What is stated above shall not entail any restrictions on the possibility to resolve on a cash issue or a set-off issue with deviation from the shareholders priority rights. An increase of the share capital by way of a bonus issue shall be made by issuing shares of both class A and B distributed between the classes of shares in proportion to their part of the share capital when the increase is decided upon. Holders of shares of class A and class B, respectively, shall then have the right to new shares of the same class, each in proportion to their existing shareholdings. The above shall not entail any restrictions on the possibilities to issue shares of a new class by a bonus issue, after any necessary amendments of the articles of association. At the request from a shareholder, shares of Series A (one or more) belonging to that shareholder shall be converted to the corresponding number of shares of Series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository). 6 The Board of Directors shall, in addition to such members that, in accordance with law, may be nominated by others than the General Meeting of Shareholders, consist of no less than five (5) and no more than ten (10) Directors, with no deputies. For the audit of the company s administration and accounts, a registered public accounting firm shall be appointed by the General Meeting. 7 A notice convening a General Meeting shall be published in Post- och Inrikes Tidningar and on the company s website. It shall be announced in Svenska Dagbladet that notice of a General Meeting has been given. 8 General Meetings shall be held in Stockholm.

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16 9 A shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript or other presentation of the share register relating to the facts which were recorded five (5) weekdays before the General Meeting and must give notice to the company not later than the day mentioned in the notice convening the meeting, before 4 p.m. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year s Eve and must not fall earlier than on the fifth weekday before the General Meeting. At the General Meeting, a shareholder is entitled to be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph. 10 At the Annual General Meeting the following matters shall be dealt with: 1. Election of a Chairman of the Meeting; 2. Preparation and approval of a voting list; 3. Approval of the Agenda; 4. Election of one or two persons to check the minutes; 5. Examination of whether the Meeting has been properly convened; 6. Presentation of the Annual Report and the Auditors Report on the Parent Company, and the Consolidated Accounts and the Auditors Report on the Group; 7. Resolutions with respect to a) the adoption of the Income Statement and the Balance Sheet of the Parent Company, and the Consolidated Income Statement and the Consolidated Balance Sheet, b) the appropriation of the Company s profit or loss according to the adopted Balance Sheet, c) the discharge of the Directors of the Board and the Managing Director from their liability; 8. Determination of the number of directors; 9. Determination of fees for the Board of Directors and, where applicable, the Auditors; 10. Election of the directors and, where applicable, appointment of a registered public accounting firm; 11. Any other matter duly referred to the General Meeting.

17 11 The calendar year shall be the financial year of the company. 12 If a share of class A has been transferred to a person who is not already a holder of shares of class A, by means of purchase, exchange, gift, separation of joint property, inheritance, will, company distribution, merger, demerger or other transfer of title, such share shall immediately be offered to the holders of shares of class A for redemption. As soon as the Central Securities Depository (CSD) has been notified of the transfer of title, the Board of Directors shall immediately inform the acquirer of its obligation to offer the shares for redemption by written notification to the Board of Directors. Such notification shall contain information on the consideration paid for the shares and the acquirer s conditions for redemption. The acquirer shall hereby evidence his or her acquisition of the shares. Immediately upon receiving a notification of transfer of title, the Board of Directors shall enter this into a special book with details on the date of notification, as set forth in the Companies Act. The Board of Directors shall at the same time notify every person entitled to redemption whose postal address is known to the company, in writing, of the transfer of title to the shares and inform that claims for redemption shall be submitted to the Board of Directors within two (2) months from the acquirer s notification of the transfer of title. Claims for redemption submitted within the stipulated time period shall be entered into a special book with details on the date of the claim for redemption, as set forth in the Swedish Companies Act. An offer for redemption may not be exercised for a smaller number of shares than those included in the offer. If claims for redemption are made by several persons entitled thereto, the shares shall, to the extent possible, be allocated to those entitled to redemption in proportion to their previous holdings of shares of class A. The remaining number of shares shall be allocated by drawing of lots, executed by notary public. The redemption price shall be determined by agreement between the acquirer and the person entitled to redemption and shall as a general rule, if the shares have been transferred for a consideration, correspond to such consideration and otherwise to the price which can be expected in a sale under normal circumstances. If an agreement on the redemption price cannot be reached, the person entitled to redemption may request arbitration as set forth below. A dispute regarding redemption of shares in accordance with this section 12 shall be finally settled by the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Arbitration shall be requested within two months from the day when the claim for redemption was submitted to the company in accordance with what is stipulated above. The arbitration board shall consist of three arbitrators or one single arbitrator and is to be appointed by the institute. All requests for arbitration, which by reason of the same transfer of shares have been submitted to the institute within the above stated time, shall be dealt with as one single arbitration procedure. The redemption price shall be paid within one (1) month from the time when the redemption price was determined, by means of agreement between the parties or by an arbitration award. If, within the stipulated time, no person entitled to redemption would submit a claim for redemption, or if the redemption price would not be paid within the

18 stipulated time, the person who offered the share for redemption shall be entitled to be registered as holder of the share. 13 The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).