Articles of Association
Set forth below is an English-language translation of the articles of association of the Company, adopted at the extraordinary general meeting on September 26, 2017. The resolution by the general meeting to adopt these articles of association is conditional upon completion of the Offering. The articles of association will be registered with the Swedish Companies Registration Office prior to the listing of the Company’s shares on Nasdaq Stockholm.
§ 1 COMPANY NAME
The company name is Handicare Group AB. The company is a public company (publ).
§ 2 REGISTERED OFFICE
The registered office of the company is in the municipality of Stockholm, Stockholm County.
§ 3 OBJECTS OF THE COMPANY
The object of the company shall be to operate and invest in businesses within the health and rehabilitation sector, own and manage real and personal property and conduct any business compatible therewith.
§ 4 ACCOUNTING CURRENCY
The company shall have Euro as accounting currency and the share capital shall be determined in Euro.
§ 5 SHARE CAPITAL
The share capital shall be not less than EUR 50,000 and not more than EUR 200,000.
§ 6 NUMBER OF SHARES
The number of shares shall be not less than 30 000 000 and not more than 120 000 000.
§ 7 BOARD OF DIRECTORS AND AUDITORS
The board of directors shall consist of no less than three (3) and not more than ten (10) members, with no deputy members. The company shall have one (1) or two (2) auditors in charge with not more than two (2) deputy auditors. A registered public accounting firm shall be elected as auditor.
§ 8 NOTICE TO SHAREHOLDERS’ MEETING
Notice convening a general meeting shall be published in the Swedish Official Gazette and on the company’s
website. It shall be published in Svenska Dagbladet that notice convening a general meeting has been made.
Shareholders that wishes to participate in a general meeting shall be recorded in a transcript or other representation of the entire share register as of the date falling five weekdays prior to the meeting and notify the company of their intention to participate by the date specified in the notice convening the meeting. The last-mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. At a general meeting, shareholders may be accompanied by not more than two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.
§ 9 ANNUAL GENERAL MEETING
The annual general meeting shall be held annually within six months after the end of the financial year. The following matters shall be addressed at the annual general meeting:
1) Election of chairman at the meeting;
2) Drawing up and approval of the voting list;
3) Approval of the agenda;
4) Election of one or two persons to certify the minutes;
5) Determination as to whether the meeting has been duly convened;
6) Presentation of the submitted annual report and auditors’ report and, where applicable, the consolidated annual report and auditors’ report for the group;
a) regarding the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet;
b) regarding allocation of profit or loss in accordance with the adopted balance sheet; and
c) regarding the discharge from liability of the board members and of the managing director
8) Determination of remuneration to the board and to the auditors;
9) Election of board members and auditors as well as possible deputy auditors; and
10) Other matters which rest upon the meeting according to the Swedish Companies Act or the articles of
§ 10 FINANCIAL YEAR
The company’s financial year shall be the calendar year.
§ 11 CSD COMPANY
The company’s shares shall be registered in a securities register in accordance with Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).