Articles of association

§ 1. Company name

The name of the company is Resurs Holding AB (publ). The company is a public company (publ).

§ 2. Registered office

The registered office of the company shall be in the municipality of Helsingborg.

§ 3. Object of business

The object of the company is to, directly or indirectly, own and manage subsidiaries within the banking business, insurance business or other financial business, to provide services to subsidiaries and to conduct activities compatible therewith.

§ 4. Share capital

The company’s share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5. Number of shares

The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

§ 6. Board of directors

The board of directors shall consist of not less than three (3) and not more than ten (10) directors.

§ 7. Auditors

The company shall have one (1) or two (2) auditors in charge with not more than two (2) deputy auditors. As auditor shall be elected an authorized public account- ant or a registered public accounting firm.

§ 8. Notice

Notice convening a General Meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be advertised in Svenska Dag- bladet that notice convening a General Meeting has been made.

Shareholders that wishes to participate in a General Meeting shall be recorded in a print-out or other representation of the entire share register as of the date falling five weekdays (Sw. vardagar) prior to the Meet- ing and notify the company of their intention to participate by the date specified in the notice convening the Meeting. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the Meeting. At a General Meeting, shareholders may be accompanied by one or two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.

§ 9. Annual General Meeting

At the annual general meeting the following shall be addressed:

  1. Election of the chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to certify the minutes.
  4. Determination of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report, and if applicable, the consolidated financial statements and the group auditor’s report.
  7. Resolutions regarding the following:
    • adoption of the income statement and the bal- ance sheet, and, if applicable, the consolidated income statement and the consolidated balance sheet;
    • allocation of the company’s profit or loss accord- ing to the adopted balance sheet;
    • discharge from liability for members of the board of directors and the managing director, if a managing director has been appointed.
  8. Resolution regarding fees for the board of directors and, if applicable, fees for the auditors.
  9. Resolution regarding the number of directors and alternate directors of the board of directors and, if applicable, auditors and alternate auditors.
  10. Election of directors and alternate directors, and if applicable, election of auditors and alternate auditors.
  11. Any other matter on which the annual general meeting is required to decide pursuant to the Swedish Companies Act or the Articles of association.

§10. Financial year

The financial year of the company shall comprise the period 1 January to 31 December.

§11. CSD Company

The Company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).