Articles of Association

PostNord AB (publ) (corp.id.no. 556771-2640) Adopted at Annual General Meeting held 15 April 2011.

1 § Business name

The Company’s business name is PostNord AB. The Company is a public company (publ).

2 § Registered office

The Company’s registered office shall be in Solna.

3 § Business activities

The purpose of the Company’s business activities shall be, directly or indirectly through subsidiaries, to provide nation-wide postal services in Sweden and Denmark through the Company’s postal distribution subsidiary in Sweden and Post Danmark A/S, respectively, and, through rural delivery services for customers, to provide basic financial transaction services in Sweden at the request of the entity that is mandated by the State to provide such services and, directly or through subsidiaries or associated companies, to thereby operate activities in accordance therewith. 

4 § Share capital

The Company’s share capital shall be at least one billion five hundred million (1,500,000,000) Swedish kronor, and at most six billion (6,000,000,000) Swedish kronor.

5 § Number of shares

The number of shares shall be at least one billion five hundred million (1,500,000,000) and at most six billion (6,000,000,000).

6 § Class of shares

The Company’s shares shall be issuable in two series: ordinary shares and series B shares. Ordinary shares shall carry one (1) vote each and series B shares shall carry one-tenth (1/10) vote each. Shares from each class may be issued at an amount equivalent to the entire share capital.

In the event of a new share issue of ordinary shares and series B shares, not made as an in-kind capital contribution, holders of ordinary shares and series B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares already held (primary preferential right). New share issues of both ordinary shares and series B shares shall be made proportionally, so that the relationship between these two series remains unaltered. Shares not subscribed for via primary preferential rights shall be offered to all shareholders (subsidiary preferential right). If an insufficient number of shares thus offered are subscribed for on the basis of subsidiary preferential rights, shares shall be allocated among subscribers in proportion to the number of shares already held; to the extent this cannot be done, shares shall be allocated by drawing lots.

In the event of a new share issue of only ordinary shares or series B shares, not made as an in-kind capital contribution, all shareholders, regardless of whether they hold ordinary shares or series B shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares already held.

In the event of an issue of warrants and convertible shares, not made as an in-kind capital contribution, holders of ordinary shares and series B shares shall have preferential rights in conformance with the second and third paragraphs of this section.

Notwithstanding the foregoing, the right to decide on derogation from shareholders’ preferential rights to share subscription shall not be restricted.

7 § Share conversion clause

Upon request of the holder, ordinary shares shall be convertible to series B shares and series B shares shall be convertible to ordinary shares. Such requests shall be made to the Company in writing and shall specify the number of shares the holder wishes to convert. The conversion shall thereafter and without delay be reported to the Swedish Companies Registration Office for registration and shall be executed upon registration and entry in the VPC register.

8 § Board of Directors and auditors

The Company’s Board of Directors shall, to the extent designated by the General Meeting of Shareholders, be comprised of eight (8) board members and no deputy board members. The General Meeting shall appoint the Chairman of the Board and Deputy Chairman of the Board.

The Company shall have as auditors one (1) or two (2) authorised accountants, with or without one (1) or two (2) deputy auditors, or one (1) registered public accounting firm. 

9 § Notice of General Meeting of Shareholders

Notice of Annual General Meetings and Notice of Extraordinary General Meetings during which the issue of changes to these Articles of Association shall be addressed shall be issued no earlier than six (6) weeks and no later than four (4) weeks prior to said meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six (6) weeks and no later than three (3) weeks prior to said meeting.

Notice of Annual General Meetings shall be sent by post to the shareholders and shall be issued through publication in Post- och Inrikes Tidningar (Swedish Official Gazette) and on the company’s website. At the time of the notice, information that the notice has been issued shall be published in Dagens Nyheter.

10 § Financial year 

The Company’s financial year shall be the calendar year.

11 § Subsidiaries’ business operations

The Company shall ensure that the business operations of the Company’s Swedish and foreign subsidiaries are conducted in accordance with the business activities specified in each subsidiary’s Articles of Association and with the provisions of the law.

12 § VPC company

The Company’s shares shall be registered in a VPC register.

13 § Parliamentary attendance at General Meeting of Shareholders

If the company has more than (50) employees, Members of the Swedish and Danish Parliaments are entitled, after notification to the Board of Directors, to attend General Meetings and to pose questions in conjunction therewith. Notification of attendance should be received by the Board of Directors one (1) week in advance. Notice of the time and place for General Meetings shall be sent by letter to each Parliament’s central office in connection with the issuance of the Notice of General Meeting.

Last updated: 3/6/2014 2:07 PM