Articles of Association
Adopted at company formation May 27, 2013 and updated at the Annual General Meeting May 13, 2025. Organization number: 556935-4946.
§ 1 — Company Name
The company's name is Front Ventures AB (publ).
§ 2 — Registered Office
The board shall have its registered office in Stockholm.
§ 3 — Business Activities
The company shall invest in and develop companies with the purpose of creating value growth for the company’s shareholders, as well as trade in securities and conduct related activities.
§ 4 — Share Capital
Share capital shall be minimum SEK 7,500,000 and maximum SEK 30,000,000.
§ 5 — Number of Shares
The number of shares shall be minimum 150,000,000 and maximum 600,000,000. Shares are issued in three series: Series A shares (max 60,000,000, 10 votes each), Series B shares (max 600,000,000, 1 vote each), and preference shares (max 1,425,000, 1 vote each).
In a cash or set-off issue of new shares of Series A, Series B, and preference shares, holders of each series have primary preemptive rights to subscribe for new shares of the same series in proportion to their existing holdings. Shares not subscribed under primary rights shall be offered to all shareholders (secondary preemptive rights). If only one series is issued, all shareholders have preemptive rights regardless of series. The same applies to warrants and convertibles.
In a bonus issue, new shares shall be issued of each series in proportion to existing shares of the same series. Existing shares of a given series entitle to new shares of the same series.
Preference shares carry priority over Series A and B for annual dividends equal to 6 percent of the subscription price (“Preference Dividend”). If no or insufficient dividend has been paid, preference shares are entitled to receive the shortfall (“Outstanding Amount”) before any dividend is paid on Series A and B shares.
Upon liquidation, preference shares have priority over Series A and B to receive an amount per share equal to the redemption value calculated per § 13 at the time of liquidation. Preference shares carry no other right to liquidation proceeds.
§ 6 — Board of Directors
The board shall consist of minimum 3 and maximum 6 members, plus maximum 2 substitute members. Board members are elected annually at the AGM until the next AGM concludes.
§ 7 — Auditors
One authorized auditor is appointed with a term according to the Swedish Companies Act. A registered audit firm may also serve as auditor.
§ 8 — Notice of Meeting
Notice of the Annual General Meeting shall be given through announcements in Post- och Inrikes Tidningar, the company website, and advertisement in Svenska Dagbladet. To participate, shareholders must register with the company no later than the date specified in the notice, which may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and no earlier than the fifth day before the meeting.
§ 9 — AGM Agenda Items
The standard agenda includes: election of meeting chairman, preparation and approval of voting list, election of auditors to verify minutes, verification of proper convening, approval of agenda, presentation of annual report and audit report, decisions on financial statements, discharge of liability, setting of fees, and elections.
§ 10 — Record Date Provision
Shareholders registered in the share register on the record date and noted in a securities account shall be entitled to exercise rights under the Swedish Companies Act.
§ 11 — Conversion Provision
Series A shares and preference shares may be converted to Series B shares. Holders of Series A and preference shares are entitled to request conversion of all or part of their holdings. Requests must be submitted in writing to the board.
§ 12 — Financial Year
The company’s financial year is the calendar year.
§ 13 — Redemption Provision
The share capital may be reduced, but not below the minimum, through redemption of all preference shares by resolution of the board no later than five years from the registration of the preference shares with the Swedish Companies Registration Office. The board shall notify preference share holders at least 30 days before the resolution. The redemption amount per preference share shall be SEK 3.50 plus any accrued portion of the Preference Dividend, plus any Outstanding Amount.
§ 14 — Right of First Refusal
If a preference share is transferred to someone who is not already a holder of such shares, the share must immediately be offered to Series A shareholders for redemption through written notice to the board. The board shall notify all eligible parties, who then have two months to submit a redemption claim. If multiple parties claim, shares are allocated in proportion to existing holdings, with any remainder decided by lot. The redemption price shall equal the consideration paid unless special circumstances apply. If no claim is made within the prescribed period, the acquirer may be registered as holder.
§ 15 — Proxy Collection, Postal Voting and Digital Meetings
The board may collect proxies pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act. The board may decide that shareholders may exercise their voting rights by postal vote before a general meeting. The board may decide that a general meeting shall be held digitally.