Articles of association

Articles of association for Capio AB (publ) (Reg. No. 556706-4448). Adopted at the Extraordinary General Meeting on 16 June 2015.

§ 1. Name

The company’s name is Capio AB (publ). The company is a public limited liability company.

§ 2. Registered office

The company’s registered office shall be situated in the municipality of Gothenburg, Västra Götaland’s county.

§ 3. Object of the company’s business

The objects of the company’s business are to, directly or indirectly, own and manage real and movable property such as real estate and securities, and any other activities compatible therewith.

§ 4. Share capital

The company’s share capital shall be not Iess than SEK 30,000,000 and not more than SEK 120,000,000.

§ 5. The shares

The company shall have not less than 60,000,000 shares and not more than 240,000,000 shares.

§ 6. Financial year

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

§ 7. Board of Directors

The board of directors elected by the shareholders’ meeting shall consist of not less than five (5) member and not more than ten (10) members.

§ 8. Auditor

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, when applicable, deputy auditor, shall an authorized public accountant or a registered public accounting firm be elected.

§ 9. Notice of shareholders’ meeting

Notice convening shareholder’s meetings shall be issued through announcement in the Swedish National Gazette (Post- och Inrikes Tidningar) as well as on the company’s website. Announcement to the effect that a notice convening a shareholder’s meeting has been issued shall be made in Svenska Dagbladet.

§ 10. Pre-notification

To be entitled to attend a general meeting, a shareholder shall be registered in the transcription or other form of display of the complete share register with reference to the status five days, excluding Sundays and public holidays, before the meeting. Shareholders must also notify the company no later than the day stated in the notice for the meeting. This day must not be Sunday, other general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays and public holidays, before the meeting.

A shareholder may be accompanied by one or two assistants at the general meeting, but only if the shareholder has notified the company of the number of assistants in the manner prescribed in the paragraph above.

§ 11. Business at annual shareholders’ meetings

The following business shall be addressed at annual shareholders’ meetings:

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of one or two persons who shall approve the minutes of the meeting;
  5. Determination of whether the meeting was duly convened;
  6. Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. Resolutions regarding
  8. the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
  9. allocation of the company's profits or losses in accordance with the adopted balance sheet;
  10. discharge of the members of the board of directors and, where applicable, the managing director from liability;
  11. Determination of the number of members, and deputy members, of the board of directors, the number of auditors and where applicable deputy auditors;
  12. Determination of fees for members of the board of directors, auditors and where applicable deputy auditors;
  13. Election of the members, and deputy members, of the board of directors, the auditors and, where applicable, deputy auditors;
  14. Other matters which are set out in the Swedish Companies Act or the company’s articles of association.

§ 12. CSD clause

The company’s shares shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).