§ 1 Company name
The Company name is Avarda Bank AB. The Company is a public company (publ).
§ 2 Registered office
The Company’s registered office is in Borås. General meetings may also be held in Stockholm municipality.
§ 3 Operations
The object of the Company’s operations is to conduct banking activities as referred to in Chapter 7, Section 1 of the Banking and Financing Business Act (2004:297), as well as other activities that have a natural connection therewith. Besides payment intermediation via general payment systems and receipt of funds that are available to the creditor within a maximum of 30 days after termination, the Company may, among other things, provide or mediate credit, for example in the form of consumer credits and credits against liens on real property or receivables, engage in debt collection and conduct insurance mediation in accordance with the Insurance Mediation Act (2005:405).
§ 4 Share capital
The Company’s share capital shall amount to not less than SEK 107,500,000 and not more than SEK 430,000,000.
§ 5 Number of shares
The number of shares in the Company shall amount to not less than 64,650,000 and not more than 258,600,000.
§ 6 Board of Directors
The Board of Directors shall consist of not less than three (3) and not more than ten (10) Board members.
§ 7 Auditor
The Company shall have not less than one (1) and not more than two (2) auditors with no or no more than two (2) deputy auditors. An authorized public accountant or a registered accounting firm shall be appointed as auditor and, where applicable, deputy auditor.
§ 8 Notice of General Meeting
Notice of General Meeting is given by means of an announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. At the same time as the notice is given, the Company shall through an announcement in Svenska Dagbladet inform that a notice has been given.
§ 9 Shareholder’s right to participate in a General Meeting
Shareholders who wish to participate in a General Meeting must notify the Company no later than the date stated in the notice convening the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the General Meeting.
Shareholders may bring one or two assistants to a General Meeting, however, only if notice of this has been given in accordance with the previous paragraph.
§ 10 Collection of proxies and postal voting
The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551).
The Board of Directors may resolve before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting. Postal voting shall, if the Board of Directors so resolves, be able to take place by electronic means.
§ 11 Presence of third parties at General Meetings
The Board of Directors may resolve that a person who is not a shareholder in the Company shall, on the terms determined by the Board of Directors, have the right to attend or otherwise follow the proceedings at a General Meeting.
§ 12 Financial year
The Company’s financial year shall be 1 January – 31 December.
§ 13 CSD clause
The Company’s shares shall be registered in a CSD register in accordance with the Act (1998:1479) on Central Securities Depositaries and Financial Instruments Accounts (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Adopted at the Extraordinary General Meeting on 17 November 2025
The text in English is an unofficial translation of the Swedish original wording. In the event of differences between the English translation and the Swedish original, the Swedish text will take precedence.