Enity Holding’s articles of association
Adopted at the shareholders’ meeting on 12 May 2025.
1 §
The company’s name is Enity Holding AB (publ). The company is a public company.
2 §
The company’s registered office shall be situated in Stockholm.
3 §
The object of the company is:
to, directly or indirectly, own and manage subsidiaries within the banking business or other financial business, to provide services to its subsidiaries, to own and manage trademarks and other intellectual property rights and to conduct activities compatible therewith.
4 §
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
5 §
The company shall have not less than 40,000,000 shares and not more than 160,000,000 shares.
6 §
The company’s financial year shall be the calendar year.
7 §
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than nine (9) members. The board of directors shall be elected annually at the annual shareholders’ meeting for a term until the close of the next annual shareholders’ meeting.
8 §
Not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors shall, when applicable, be elected at an annual shareholders’ meeting for a term until the close of the next annual shareholders’ meeting. As auditor and, when applicable, deputy auditor, an authorised public accountant or a registered public accounting firm shall be elected.
9 §
Notices of shareholders’ meetings shall be made through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar), and on the company’s website. It shall be announced in the Swedish national newspaper Dagens Nyheter that a notice of shareholders’ meeting has been issued.
10 §
In order to participate at a shareholders’ meeting, a shareholder must notify the company of the intention to attend no later than the day stated in the notice of the shareholders’ meeting. Such day must not be Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and shall not occur earlier than on the fifth weekday before the shareholders’ meeting.
A shareholder may be accompanied by assistants at the shareholders’ meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
11 §
Shareholders’ meetings may be held in the municipality of Stockholm.
12 §
The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a shareholders’ meeting.
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors has the right before a shareholders’ meeting to decide that shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
13 §
The following business shall be addressed at annual shareholders’ meetings:
- election of a chairperson of the meeting;
- preparation and approval of the voting list;
- approval of the agenda;
- election of one or two persons who shall approve the minutes of the meeting;
- determination of whether the meeting was duly convened;
- submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- resolutions regarding the adoption 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 adopted balance sheet;
- resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- determination of the number of members of the board of directors and the number of 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;
- other matters which are set out in the Swedish Companies Act or the company’s articles of association.
14 §
The company’s shares shall be registered in a Central Securities Depository register in accordance with the Swedish Central Securities Depository and Financial Instruments Act (1998:1479).