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E-mail: info@scandbook.se
  • Articles of Association
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  • Risk and sensitivity
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Articles of Association

§1 Company name
The company’s name is ScandBook Holding AB. The company is public (publ).

§2 Registered office of the Board
The Board has its registered office in the municipality of Falu. General meetings may also be held in the municipality of Stockholm.

§3 Operations
The company shall conduct printing and bookbinding operations, engage in other related activities, and own and manage shares in companies with said operations.

§4 Share capital
The share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.

§5 Number of shares
The number of shares shall be no less than 3,300,000 and no more than 13,200,000.

§6 Shares
The company’s shares shall be issued in two classes, common shares and preferred shares. Each common share shall carry ten (10) votes and each preferred share shall carry one (1) vote. Shares of each class may be issued in a number corresponding to the entire share capital. In the event of any payment to shareholders, whether in the form of
dividends, other value transfers, or in connection with the liquidation or other dissolution of the company, the funds available for payment to shareholders shall be
shall be distributed among shares issued in the various classes of shares in the manner specified below.

  1. Firstly, to preference shares up to a total amount of SEK 1,400,000
    per financial year until the preference shares have received a total amount of
    SEK 7,000,000 (the “Preference Amount”).
  2. Funds not distributed as above shall be distributed pro rata to preference shares and
    ordinary shares in relation to the number of preference shares and ordinary shares issued at any given time.

If the company decides to issue new shares through a cash issue or a set-off issue, an old share shall give preferential rights to a new share of the same class in proportion
to the number of shares previously held by the holder (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary
preferential rights). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion
to the total number of shares they previously owned in the company. To the extent that this cannot be done with regard to certain shares, the allocation shall be made by drawing lots.

If the company decides to issue shares of only one class through a cash or set-off issue, all shareholders, regardless of share class, shall have preferential rights to subscribe for new
shares in proportion to the number of shares they previously owned.

The above shall not imply any restriction on the possibility of deciding on a cash issue or offset issue that deviates from the shareholders’ preferential rights.

The above provisions on shareholders’ preferential rights shall apply mutatis mutandis to the issue of warrants and convertibles.

In the event of an increase in share capital through a bonus issue, new shares shall be issued for each class of shares in proportion to the number of shares of the same class already in existence.
In this case, old shares of a certain class shall carry preferential rights to new shares of the same class.

The foregoing shall not imply any restriction on the possibility of issuing shares of a new class through a bonus issue, after the necessary amendment of the Articles of Association.

§7 Conversion clause
Preference shares shall, at the request of the owners of such shares, be converted into ordinary shares. Such a request for conversion may be made no later than June 30, 2026. The request for conversion, which shall be in writing and state the number of preference shares to be converted into ordinary shares and, if the request does not cover the entire holding, which preference shares the conversion relates to, shall be made to the board of directors. The company shall immediately notify the Swedish Companies Registration Office of the conversion for registration in the register of limited companies. The conversion is effected when registration has taken place and been noted in the register of shareholders.

§8 Redemption clause
At the request of the owner of a preference share, and following a decision by the board of directors, when the company’s distributable funds so permit, the share capital of the company may be reduced, but not below the minimum share capital, through the redemption of preference shares. Such a request shall be made in writing, and no earlier than June 30, 2026, to the company’s board of directors, which shall deal with the matter expeditiously and decide on such a reduction of the share capital if distributable funds so permit. The redemption amount shall be an amount corresponding to SEK 13.03 per preference share. Owners of preference shares are not entitled to any preference amount accrued and not paid on preference shares after requesting redemption of preference shares.

§9 Board of Directors and auditors
The Board of Directors shall consist of at least three and at most seven members without deputies. One to two auditors with or without deputy auditors or a registered auditing firm shall be appointed.

§10 Notice of general meetings
Notice of general meetings shall be given by advertisement in Post- och Inrikes Tidningar and on the company’s website. Notice of the meeting shall be advertised in Dagens industri.

§11 Shareholders’ right to participate in general meetings
To be eligible to attend a general meeting, shareholders must register with the company no later than the date specified in the notice of the meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not fall earlier than the fifth business day prior to the meeting. Shareholders may bring one or two assistants to a shareholders’ meeting, provided that the shareholder has notified the company of this in accordance with the preceding paragraph.

§12 Fiscal Year
The Company’s fiscal year shall be the calendar year.

§13 Registration Requirements
The Company’s shares shall be registered in a securities register in accordance with the Act (1998:1479) on the Accounting of Financial Instruments.

Pages

  • Articles of Association
  • Corporate governance
  • Organization and management
  • Financial goals
  • Risk and sensitivity
  • Investor relations
  • Business concept, vision and strategy
  • Market characteristics
  • Certified Adviser
  • Owners
  • Calendar
  • Financial Information
  • Privacy Policy

Codes of Conduct

File Pdf Regular Code of Conduct

File Pdf Regular Suppliers code of Conduct

Links

https://www.scandbook.com
First North Stockholm aktie

Pages

Calendar
Annual General Meeting
Financial information

Språk / Language

  • Svenska (Swedish)
  • English

ScandBook Holding

Box 734
791 29 FALUN Sweden
E-mail: info@scandbook.se

© Copyright - ScandBook Holding
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