Articles of Association for First Hotels AB (publ), org nr 556533-0189
§1 Company name
The company's company name is First Hotels AB (publ).
§2 Seat of the Board of Directors
The Board of Directors is based in Stockholm.
§3 Activities
The company shall directly or indirectly be active in all parts of the hotel industry, as a provider of services, as a hotel operator and as a property owner, but also be able to operate as property owners in other industries and in property management and conduct related activities such as IT or information technology activities.
§4 Share capital
The share capital shall be not less than SEK 4,000,000 and not more than SEK 16,000,000.
§5 Number of shares
The number of shares shall be not less than 57,142,858 shares and no more than 228,571,427 shares.
§6 Register of shares
The company's shares shall be registered in a record register in accordance with the Act (1998:1479) on CSDs and accounting for financial instruments.
§7 Company's Board of Directors
The Board of Directors consists of 3-7 members with a maximum of 2 deputies. It is elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held. The General Meeting shall appoint, among the members of the Board of Directors, the person who shall be the Chairman of the Board. The General Meeting shall appoint 1 or 2 auditors with or without deputy auditors.
§8 Notice
Notice of a general meeting shall be made by notice in Post- och Inrikes Tidningar and on the company's website. That notice has been issued shall be advertised in Svenska Dagbladet.
§9 Annual General Meeting
At the Annual General Meeting, the following matters shall occur:
1. Election of chairman of the meeting.
2. Drawing up and approving the electoral roll.
3. Selection of one or more protocol adjusters.
4. Examination of whether the meeting has been duly convened.
5. Approval of agenda.
6. Presentation of the annual report and the auditor's report presented and, where applicable, the consolidated financial statements and the consolidated auditor's report.
7. Decision:
(a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
(b) appropriations of the company's profit or loss in accordance with the adopted balance sheet.
(c) discharge from liability for the members of the Board of Directors and the Managing Director where applicable.
8. Determination of board and audit fees.
9. Election of board members and any deputy board member and appointment of chairman of the board.
10. Where applicable, election of auditors and any deputy auditors.
11. Other matters that are the responsibility of the meeting in accordance with the Swedish Companies Act or the Articles of Association.
Shareholders may participate in the general meeting only if he notifies the company no later than the date specified in the notice convening the meeting. This day may not be Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve, or New Year's Eve and not fall earlier than the fifth weekday before the general meeting.
§10 Financial year
The financial year is 1 January to 31 December.
*The English version of the Articles of Association is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish version and the English translation, the Swedish version shall prevail.