Articles of association

 

Adopted at AGM on 23 April 2021

 

§ 1 Business name

The company’s business name is ADDvise Group AB (publ).

 

§ 2 Registered office

The board of directors (‘board’) shall have its seat in the Municipality of Stockholm.

 

§ 3 Object of the company’s business
The company shall, through wholly or partly owned subsidiaries, carry on trading in and manufacture primarily medical technical equipment and products and also conduct other operations compatible therewith.

 

§ 4 Share capital

The share capital shall comprise at least SEK 9,600,000 and at most SEK 38,400,000.

 

§ 5 Number of shares

The number of shares in the company shall comprise at least 96,000,000 and at most 384,000,000.

 

§ 6 Classes of shares

The shares shall be issued in two series: Series A and Series B. The number of shares of each class may correspond to no more than the entire number of shares in the company. Series A shares carry one (1) vote and Series B shares carry one tenth (1/10) of a vote.

 

Should the company decide to issue new Series A and Series B shares by way of a cash issue or a set-off issue, holders of Series A and Series B shares shall have a pre-emption right to subscribe for new shares of the same class in proportion to the number of shares the holder already owns (‘primary pre-emption). Shares that are not subscribed for pursuant to a primary pre-emption right shall be offered to all shareholders for subscription (‘secondary pre-emption right’). If the shares thus offered are not sufficient for the subscription made pursuant to a secondary pre-emption right, such shares shall be allotted between the subscribers in proportion to the number of shares they already own and, insofar as this cannot be done, by the drawing of lots.

 

Should the company decide to issue only new Series A shares or only Series B shares by way of a cash issue or set-off issue, all shareholders, regardless of whether their shares are Series A or Series B shares, shall have a pre-emption right to subscribe for new shares in proportion to the number of shares they already own.

The above provisions shall not entail any limitation to the power to make a decision concerning a cash issue or a set-off issue deviating from the pre-emption rights of the shareholders.

 

Should the company decide to issue warrants or convertibles by way of a cash issue or a set-off issue, the shareholders shall have respectively a pre-emption right to subscribe for warrants, as if the issue related to those shares for which a new subscription may be made pursuant to the option right, and a pre-emption right to subscribe for convertibles, as if the issue related to those shares for which the convertibles may in the future be exchanged.

 

When the share capital is increased by way of a bonus issue, new shares of each class shall be issued in proportion to the number of shares of the same class that previously existed. This means that old shares of a certain class shall carry the right to new shares of the same class in relation to their proportion of the share capital. This provision shall not entail any limitation to the power to implement a bonus issue and, following any appropriate amendments to the Articles of Association, issue new shares of a new class.

 

§ 7 Board of directors

The board shall comprise at least three and at most six members with at most one deputy.

 

§ 8 Auditors

One ordinary auditor and deputy shall be appointed to audit the company’s annual accounts and accounting documentation together with the administration by the board and managing director.

 

§ 9 Notices

Notices convening general meetings shall be given by an advertisement in Post- och inrikes Tidningar [the Swedish Official Gazette] and by the notice being made available on the company’s website. At the time of the notice, information about the notice being given shall be announced in Svenska Dagbladet. In order to be allowed to participate at a general meeting, a shareholder shall register themselves and any assistants (no more than two) with the company no later than the day specified in the notice for the meeting, in which connection the number of assistants shall be stated. This day may not be a Sunday, another public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth working day before the general meeting.

 

§ 10 Collection of proxy forms and postal voting

The board of directors may collect proxies pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors may prior a general meeting decide that the shareholders can exercise their voting right by postal voting prior the general meeting.

 

§ 11 Annual general meetings

An annual general meeting (AGM) shall be held annually within six months from the end of the preceding financial year.

The following matters shall be dealt with at the AGM:

  1. Election of chair of the meeting.
  2. Preparation and approval of the voting list
  3. Election of one or two persons to check and verify the minutes
  4. Consideration of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor’s report and also, when appropriate, the consolidated accounts and the auditor’s report for the group.
  7. Decisions concerning:
  8. a) adoption of the income statement and the balance sheet and, when appropriate, the consolidated income statement and the consolidated balance sheet;
  9. b) appropriations of the company’s profit or loss in accordance with the balance sheet adopted; and
  10. c) discharge from liability for board members and managing director
  11. Determination of fees for the board and auditors
  12. Determination of the number of board members and also election of the board and, when appropriate, auditor
  13. Any other business that is to be dealt with by the meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.

 

§ 12 Financial year

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

 

§ 13 CSD clause

The shareholder or administrator entered in the share register on the record day and noted in the CSD register in accordance with Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or the person noted in a CSD account in accordance with Chapter 4, Section 18, first paragraph, items 6 to 8 of the said Act shall be assumed to be authorised to exercise the rights ensuing from Chapter 4, Section 39 of the Swedish Companies Act (2005:551).