Articles of Association for Ambea AB (publ), 556468-4354, adopted at the annual shareholders’ meeting on 23 May 2018.
1 § Name
The company’s 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
Shareholders who wish to participate in a shareholders’ meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The latter mentioned day 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 (notmore 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: