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Articles of Association

The English version of the Articles of Association is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish version and the English translation, the Swedish version shall prevail. 

§1 Company name

The name of the company is Athanase Innovation AB. The company is a public company.

§2 Registered office

The registered office of the company shall be in Stockholm.

§3 Company operations

The company shall own and manage real property and other property and conduct business related therewith.

§4 Share capital

The company’s share capital shall be at least SEK 45 000 000 kronor and no more than SEK 180 000 000.

§5 Number of shares

The number of shares shall be at least 15 000 000 and no more than 60 000 000.

§6 Board of directors and auditors

The board of directors shall consist of a minimum of three and a maximum of ten ordinary directors with maximum ten deputy directors.

The company shall appoint 1-2 authorised auditors with not more than 2 deputy auditors or a registered accounting firm.

§7 Notice to attend general meeting

Notice to attend general meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and kept available on the company’s website. At the time of the notice an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

A person who is listed as a shareholder in a printout or other presentation of the entire share register, according to Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551), relating to the circumstances five weekdays prior to the meeting have the right to, after notification as prescribed below, participate in the meeting. In order to attend the meeting shareholders shall give notice to the company no later than the day set forth in the notice to attend the meeting. Such day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the meeting.

§8 Opening of the general meeting

The chairman of the board of directors or a person appointed by the board of directors opens the general meeting and leads the negotiations until a chairman has been elected by the general meeting.

§9 Annual general meeting

The annual general meeting shall be held within six months of the expiry of each financial year.

The following matters shall be addressed at the annual general meeting.

  1. Election of the chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the proposed agenda for the annual general meeting.
  4. Election of one or two persons to certify the minutes.
  5. The issue of whether the meeting has been duly called.
  6. Presentation of the annual report and, if any, the auditor’s report and, where applicable, the consolidated financial statements and the auditor’s report for the group.
  7. Resolutions regarding:
    1. A) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
    2. B) the profit or loss of the company in accordance with the adopted balance sheet and, where applicable, the adopted consolidated balance sheet; and
    3. C) discharge from liability for the board of directors and, where applicable, the managing director.
  8. Determining the fees for the board of directors and, if any, the auditor.
  9. Election of the board of directors and, if any, the auditor.
  10. Any other matter on which the annual general meeting is required to resolve pursuant to the Swedish Companies Act or the company’s articles of association.

§10 Financial year

The company’s financial year shall be 1 January – 31 December.

§11 Central securities depository clause

The shareholders or nominees that on the record date are entered in the share register and listed in a CSD register as per Ch. 4 of the Financial Instruments Accounts Act (1998:1479) or anyone registered for a CSD account as per Ch. 4 Sect. 18 Paragraph 1 Items 6-8 of the aforementioned act shall be assumed to be authorised to exercise rights pursuant to Ch. 4 Section 39 of the Swedish Companies Act (2005:551).

§12 Postal voting and gathering of proxies

The Board of Directors may gather proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.

The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting.