Articles of Association

For Com Hem Holding AB (publ) (Reg. No. 556858-6613). Adopted at the Annual General Meeting on March 23, 2017.

1 § Name

The name of the company is Com Hem Holding AB. The company is a public limited liability company (publ).

2 § Registered office

The company’s registered office shall be situated in Stockholm.

3 § Object of the company’s business

The company shall—directly or indirectly—work for appropriate coordination and development of the business carried on in subsidiaries, principally regarding distribution of audio broadcasting and television programs, providing of electronic communications services and also conduct other business activity that is compatible therewith.

4 § Share capital and number of shares

The share capital shall be not less than SEK 100,000,000 and not more than SEK 400,000,000. The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

5 § Euroclear company

The company’s shares shall be registered in a CSD register pursuant to the Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).

6 § Financial year

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

7 § Board of directors

The board of directors elected by the general meeting shall consist of not less than three (3) members and not more than ten (10) members with no deputy members.

8 § Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorized public accountant or a registered public accounting firm be elected. The appointment as auditor shall apply until the close of the annual general meeting that is held during the first, second, third or fourth financial year after the election of the auditor.

9 § Notice of general meeting

Notice of general meeting shall be published in the Swedish Official Gazette and be kept available on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

10 § Participation in general meeting

A shareholder, who wants to participate in a general meeting must be registered as shareholder in such a transcription or report of the entire share register as referred to in Chapter 7 Section 28 third paragraph of the Swedish Companies Act (2005:551), as regards the fact five weekdays prior to the meeting, and notify the company not later than on the day specified in the notice of the meeting. The aforementioned day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by counsel (not more than two counsels) at the general meeting, the number of counsels must be stated in the notice of participation.

11 § Business at annual general meetings

The following business shall be addressed at annual general meetings:

  1. election of a chairman of the meeting;
  2. preparation and approval of the voting list;
  3. approval of the agenda;
  4. election of one or two persons to approve the minutes;
  5. determination as to whether the meeting was duly convened;
  6. presentation of the annual report and the auditors’ report and, where applicable, the consolidated accounts and the auditors’ report on the consolidated accounts;
  7. resolutions regarding the adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;
  8. resolutions regarding appropriation of the company’s profits or losses;
  9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
  10. resolutions regarding the number of members, and deputy members, of the board of directors and, where applicable, the number of auditors and deputy auditors;
  11. determination on the compensation to the members of the board of directors and fees to the auditor;
  12. election of the members of the board of directors and, where applicable, auditors and deputy auditors;
  13. other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.