History

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SCANDINAVIAN HOUSE DEVELOPMENT SA was incorporated and registered in Laussane, Canton Vaud on 28^th June 1983. Since its formation the company was owned by the Swiss Zanatti Family. In the year 2011 shareholders and management decided to transact a change of business and to become operative in the construction area with a special focus on modular building systems based on the use of environmentally friendly material in combination with a particular knowledge for design and construction in order to achieve substantially low energy consumption of buildings in hot and also cold climates and to achieve a short construction time. For that purpose the company initiated several changes in the company structure, the statutes, and the share capital and recently in its Board of Directors.

On 26^th April 2011 the company resolved a new business purpose and to appoint RV consulting R. Vésy, a licensed auditor and tax consultant located in Luzern, to become the company’s body for revision and audits. Following the new course of business the meeting of the shareholders which was held on 17th July 2012 in Luzern approved the following resolutions:

• to acquire certain rights and know-how for building and construction techniques;
• to change the nominal value per share from formerly CHF 1,000.00 to new CHF 1.25;
• to increase the share capital to CHF 925,000.00;

In due course of the new business strategy the Board of Directors entered into an agreement to acquire 100 percent of the shares of E-TRE-HUS Produktion AB in Bålsta, Sweden, pursuant to due diligence and a third party valuation that has been conducted by Skarpa AB, Stockholm, a leading Swedish corporate finance specialist and M&A advisor. On 22^nd January 2013 this acquisition agreement was completed and registered with the registrar court, Luzern. Further, on 12^th March 2013 the company has changed its name to SCANDINAVIAN HOUSE DEVELOPMENT SA.

At a special shareholders’ meeting, which has held on 18^th June 2013 the following resolutions have been adopted:

• Three additional new Directors have been elected to the Board, totaling the new Board now to four Directors;
• An approval for increase of 50 percent of the share capital from now CHF 4,300,000.00 for CHF 2,150,000.00 to CHF 6,450,000.00 valid for two years. The Board of Directors is authorized to define the conditions of this approved capital increase.

Subsequently to this shareholders’ meeting, on 18^th June 2013 the new Board of Directors constituted its terms and organization and resolved on its first meeting to seek an inclusion of its shares for trading in the Unofficial Regulated Market at the Stuttgart Stock Exchange.

On 27 June 2013 the present Board of Directors has been officially registered and published by the corporate register of the Canton Vaud. By having fully implemented these changes the company now is prepared and ready to fully conduct its ongoing business and to seek expansion on the markets in Scandinavia and on the entire European continent.

SCANDINAVIAN HOUSE DEVELOPMENT AG is a company limited by shares and registered in the city of Luzern, Switzerland. The company’s registered address and office address is Obergrundstrasse 61, 6003 Luzern, Switzerland. The company’s registration number is CH-550.0.078.791-4, the share capital amounts to CHF 4,300,000.00 fully paid up and registered. The number of shares issued and outstanding at the date of this Exposé is 3,440,000. All shares of the company are bearer shares and have a nominal value of CHF 1.25 per share.

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