Intrum Justitia AB, Reg. No. 556607-7581, Adopted at
the Annual General Meeting on 16 April 2009
§ 1
The corporate name of the company is Intrum Justitia AB. The company is a public company (publ).
§ 2
The board of directors shall have its registered office in Stockholm.
§ 3
The object of the company's business is, directly or indirectly, to manage, administer, finance and purchase receivables and conduct services related therewith and to own and manage real property, other property and securities, within as well as outside Sweden, and to pursue other activities compatible therewith.
§ 4
The share capital of the company shall amount to not less than SEK 1,500,000 and not more than SEK 6,000,000.
§ 5
The number of shares shall be not less than 75,000,000 and not more than 300,000,000.
§ 6
The shares of the Company may be issued in two series, named ordinary shares and shares of series C. Ordinary shares may be issued up to a maximum number of 290,000,000 and shares of series C may be issued up to a maximum number of 10,000,000.
For the purpose of voting at a General Meeting each ordinary share carries one vote and each share of series C carries one-tenth of a vote. Shares of series C do not entitle to dividend. In the event of Company's liquidation, share of series C carries equal rights to participation in the Company's assets as ordinary shares, however, not exceeding the subscription amount of the share adjusted as per the day of distribution of the assets with an interest rate corresponding to STIBOR 30 days plus 0.5 percentage units, calculated from the day of payment of subscription price.
Should the Company decide to issue new ordinary shares and shares of series C by way of a cash issue or an issue by way of set-off, shareholders of ordinary shares and shares of series C shall have the priority right to subscribe for new shares of the same series in proportion to their existing shareholding (primary right of priority). Shares not subscribed for by primary right of priority shall be offered to all shareholders (subsidiary right of priority). If the number of shares available for subscription is insufficient for the actual subscription made under subsidiary right of priority, the available shares shall be distributed among those wishing to subscribe in proportion to their existing shareholdings and, insofar this cannot be done, by drawing of lots.
Should the Company decide to issue new ordinary shares only or shares of series C only by way of a cash issue or an issue by way of set-off, all shareholders shall have right of priority to subscribe for new shares in proportion to their existing shareholdings irrespective of whether they hold ordinary shares of shares of series C.
Should the Company decide to issue warrants or convertibles through a cash issue or an issue by way of set-off, the shareholders shall have the right of priority to subscribe for warrants as if the issue applied to those shares which may be subscribed for through the exercise of the warrants, and the right of priority to subscribe for convertibles as if the issue applied to those shares for which the convertibles may be exchanged, respectively.
The aforementioned shall not constitute any restriction in the Company's right to decide on a cash issue or an issue by way of set-off with deviation from the shareholders' priority rights.
Should the Company decide to increase the share capital by way of a bonus issue, new shares of each series shall be issued in proportion to the existing number of shares of each series. Existing shares of a given series shall then entitle the holder to receive new shares of the same series. This shall not constitute any restriction in the Company's right to issue new shares of a new series by way of a bonus issue, following appropriate amendment of the Articles of Association.
Following a request of shareholders of series C, a resolution by the Company's board of directors or a resolution by the General Meeting, reduction of the share capital, however not below the minimum share capital allowed, may take place by way of redemption of shares of series C. A request to that effect from shareholders shall be made in writing to the Company's board of directors and the board shall consider the matter urgently. The Company's resolution to reduce the share capital shall include all shares of series C. When a resolution to reduce the share capital is made, an amount corresponding to the reduction amount shall be transferred to the statutory reserve if the required funds are available.
The redemption price for each share of series C shall be the subscription amount of the share adjusted as per the day of redemption with an interest rate corresponding to STIBOR 30 days plus 0.5 percentage units, calculated from the day of payment of the subscription price.
Holders of shares that are subject to redemption are obligated to, immediately after receipt of information about the resolution on redemption, accept the redemption price, or, where the reduction is subject to the Swedish Companies Registration Office's or the court's approval, following receipt of information that the Swedish Companies Registration Office's or the court's final judgement has been registered.
§ 7
The financial year of the company shall be 1 January - 31 December.
§ 8
The board of directors shall, to the extent it is appointed by the general meeting of shareholders, consist of not less than five (5) and not more than nine (9) board members with not more than four (4) deputy board members.
§ 9
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, where applicable, deputy auditor shall be appointed an authorised public accountant or a registered public accounting firm.
The board of directors has the right to appoint one or several special purpose auditors or a registered public accounting firm to audit reports or plans drawn up by the board of directors in accordance with the Swedish Companies Act in connection with issues of new shares, warrants or convertibles with payment in kind or subscription with payment through set-off or with other conditions, the sale of own shares with other payment than cash, reduction of the share capital or the statutory reserve, statutory merger or the division of limited liability companies.
§ 10
Notice of a general meeting shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) as well as on the Company's website. At the time of the notice, an announcement informing that the notice has been issued shall be published in Svenska Dagbladet.
§ 11
A shareholder that wishes to participate in a general meeting of shareholders shall be listed in the transcript or similar account of the complete share register regarding the conditions five business weekdays prior to the meeting and report this to the company no later than 4.00 p.m. CET on the day stated in the notice convening the meeting. The latter day may not be a Sunday, other Swedish public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than on the fifth weekday (Saturdays included) before the meeting.
A shareholder may bring along one or two assistants at general meeting of shareholders, however, only if the shareholder has reported this in accordance with the preceding paragraph.
§ 12
At the annual general meeting of shareholders the following matters shall be dealt with;
1. Election of a chairperson to conduct the meeting;
2. Drawing up and approval of the voting list;
3. Approving of the agenda for the meeting;
4. Election of one or two persons to sign the minutes;
5. Determination as to whether the meeting has been duly convened;
6. Presentation of the annual statement of accounts and the auditor's report and the group annual statement and the auditor's group report;
7. Resolution concerning adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet;
8. Resolution concerning appropriation of the company's profit or loss according to the adopted balance sheet;
9. Resolution concerning discharge of the directors and managing director from liability;
10. Resolution on the number of board members and deputy board members and, where applicable, the number of auditors and deputy auditors;
11. Resolution of remuneration to the board of directors, and where applicable, to the auditors;
12. Election of board members and deputy board members and, where applicable, of auditors and deputy auditors;
13. Other matters which according to the Swedish Companies Act or the articles of association shall be dealt with at the meeting.
§ 13
The Company's shares shall be listed in a securities register according to the Financial Instruments Accounts Act (1998:1479).