Articles of Association

 

Articles of association for Loomis AB, with corporate identity number 556620-8095.

Adopted by the Annual General Meeting of shareholders on May 6, 2021.
 
§ 1
The name of the company is Loomis AB. The company is a public company (publ).

§ 2
The Board of Directors of the company shall have its registered office in the municipality of Stockholm, County of Stockholm.

§ 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 shares issued shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000).

§ 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.

§ 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 on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act (2005:551), and must give notice to the company not later than the day mentioned in the notice convening the meeting. 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.

§ 11
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.

§ 12
The calendar year shall be the financial year of the company.

§ 13
The shares of the company shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).