Articles of association

Articles of Association for Ambea AB (publ), 556468-4354, adopted at the annual shareholders’ meeting on 15 May 2020.

1 § Business name

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

2 § Registered office

The company’s registered office shall be situated in Stockholm, Sweden.

3 § Object of the company’s business

The object of the company’s business is to, either directly or through subsidiaries, offer high quality services to elderly and people with disabilities and to conduct other business within services, care, education and/or other ancillary activities.

4 § Share capital

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.

5 § Number of shares

The number of shares shall be not less than 40,000,000 and not more than 160,000,000.

6 § Euroclear company

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

7 § Financial year

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

8 § Board of directors

The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) and not more than ten (10) members with no deputy members.

9 § 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, an authorized public accountant or a registered public accounting firm shall be elected.

10 § Notice of shareholders’ meeting

Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and be 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.

11 § Participation in shareholders’ meetings

A shareholder may participate in a shareholders’ meeting only if the shareholder notifies the company of this no later than on the date stipulated in the notice convening the shareholders’ meeting. The date stipulated in the notice convening the shareholders’ meeting must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.

12 § Shareholders’ meetings

Shareholders’ meetings shall be held in Stockholm or Solna.

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:
    a) the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
    b) allocation of the company’s profits or losses in accordance with the adopted balance sheet;
    c) discharge of the members of the board of directors and the managing director from liability;
  8. determination of the number of members of the board of directors and, where applicable, the number of auditors and deputy auditors;
  9. determination of fees for members of the board of directors and auditors;
  10. election of the members of the board of directors;
  11. where applicable, election of auditors and deputy auditors;
  12. other matters, which are set out in the Swedish Companies Act or the company’s articles of association.