Articles of Association
Nicoccino Holding AB
Corporate ID no. 556942-1604
These Articles of Association were passed at the extra shareholders’ meeting on March 14, 2014.
§ 1
The name of the Company is Nicoccino Holding AB (publ).
§ 2
The board will be based in the municipality of Stockholm.
§ 3
The Company shall, directly or indirectly, carry out research and development within the medical field, market and sell medical services and products, and pursue any related business activities.
§ 4
The share capital will amount to at least 500,000 SEK and no more than 2,000,000 SEK.
§ 5
The number of shares will be at least 10,000,000 and no more than 40 000 000. All shares are the same.
§ 6
The board will consist of at three and no more than 8 members, without deputy members.
§ 7
The Company will have one or two accountants, with or without deputies, or a registered accountant firm.
§ 8
Notices to the general shareholders’ meeting shall be posted in postal and domestic newspaoers and on the Company’s website as well as advertising with information about the notice in the Swedish newspaper Svenska Dagbladet.
Notices to the general shareholders’ meeting and any extra shareholders’ meetings, where any changes of the Articles of Association will be on the agenda, shall be issued no earlier than six weeks and no later than four weeks before the general shareholders’ meeting. Notices to any other extra shareholders’ meeting shall be issued no earlier than six weeks and no later than two weeks before the general shareholders’ meeting
In order to participate in the general shareholders’ meeting, shareholders shall be registered in the share register no later than five days before the meeting and notify the Company of their presence accordingly, including the number of assistants, if applicable, no later than the day specified in the notice. This day cannot be a bank holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and cannot fall earlier than the fifth weekday before the shareholders’ meeting.
Shareholders are allowed to bring one or two assistants to the meeting, but only if the shareholder has notified the Company as per the previous paragraph.
§ 9
The general shareholders’ meeting shall be held within six months after the closing of the financial year.
In the general shareholders’ meeting, the following matters shall be dealt with:
1) Election of the chairman of the meeting
2) Establishing and approving the register of voters
3) Election of two members to check the minutes
4) Inquiry into whether the shareholders’ meeting has been duly convened
5) Approval of the meeting’s agenda
6) Presentation of the annual financial report and the auditor’s report, and, if applicable, corporation’s annual financial report and auditor’s report
7) Decisions are to be made on the following:
a) ratification of the profit and loss account and the balance sheet, and, if applicable, the corporation’s profit and loss account and balance sheet;
b) dispositions regarding the Company’s gains or losses according to the ratified balance sheet;
c) freedom from liability for the members of the board and the CEO
8) Determine remuneration for the members of the board and the accountants
9) Election of members on the board and, if applicable, accountants
10) Other matters added to the general shareholders’ meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association
§ 10
The Company’s financial year will run from January 1 to December 31 (i.e. a calendar year).
§ 11
The Company’s shares shall be registered in a VPC register according to the Financial Instruments Accounts Act (1998:1479).