The English version of the articles of association is an in-house translation. In case of any discrepancy between the Swedish version and the English version, the Swedish version shall prevail.
Articles of Association for Nordnet AB (publ), 559073-6681
§ 1 Company name
The company’s name is Nordnet AB (publ). The company is a public company.
§ 2 Registered Office
The registered office of the company shall be in the municipality of Stockholm.
§ 3 Object of the company’s business
The object of the company’s business is to, through wholly or partially owned companies, conduct banking business, securities business, insurance business and any other activities compatible therewith, as well as to, directly or through wholly or partially owned companies, conduct insurance mediation, issue and mediate credits to consumers and distribute financial information via Internet and conduct any other activities compatible therewith.
§ 4 Share Capital and shares
The company’s share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000. The company shall have not less than 200,000,000 shares and not more than 800,000,000 shares.
§ 5 Financial year
The company’s financial year shall be calendar year.
§ 6 Board of directors
The Board of directors shall consist of not less than three (3) and not more than ten (10) board members.
§ 7 Auditor
The company shall have not less than one and not more than two auditors, with not more than two deputy auditors. A registered auditing company may also be appointed as auditor.
§ 8 Notice of shareholders’ meeting
The summons to the shareholders’ meeting shall be made by means of announcement in the Swedish Official Gazette and on the company’s website. It shall be announced in Svenska Dagbladet that a summoning to the shareholders’ meeting has been made.
§ 9 Notification of attendance of shareholders’ meeting
Shareholders wishing to participate in the shareholders’ meeting shall notify the company of their intention to attend not later than the day stated in the notice to attend the meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth working day before the Meeting.
At a shareholders’ 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 section.
§ 10 Collection of powers of attorney and voting by post
The Board of Directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551).
The Board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting.
§ 11 Business at annual shareholders’ meetings
The following business shall be addressed at annual shareholders’ meetings:
- election of a chairman of the meeting;
- preparation and approval of the voting list;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- approval of the agenda;
- submission of the annual report and the auditors’ report and, where applicable the consolidated financial statements and auditors’ report for the group;
- resolutions regarding the adaption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
- resolutions regarding allocation of the company’s profits or losses in accordance with the adapted balance sheet;
- resolutions regarding discharge of the members of the board of directors and the managing directors from liability;
- determination of the number of members of the board and auditors and, where applicable, the number of deputy auditors;
- determination of fees for members of the board of directors and auditors;
- election of the members of the board of directors and auditors and, where applicable, deputy auditors;
- resolution on guidelines for determining salary and other remuneration to the managing director and other persons in the company’s management;
- other matters, which are set out in the Swedish Companies Act or the company’s articles of association.
§ 12 Record date provision
The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).
These articles of association have been adopted at the extraordinary general meeting held on 10 September 2020.