ARTICLES OF ASSOCIATION
ZINZINO AB (556733-1045)
§ 1 Company name
The name of the company is Zinzino AB (publ).
§ 2 Registered office
The Board of Directors shall have its registered office in Gothenburg municipality.
§ 3 Activities
The purpose of the company is to own and manage shares in subsidiaries and to carry out other related activities.
§ 4 Share capital
The share capital shall be no less than SEK 2,200,000 and no more than SEK 8,800,000.
§ 5 Number of shares
The number of shares shall be no less than 22,000,000 and no more than 88,000,000.
§ 6 Shares
Shares may be issued in two classes, class A and class B: class A shares up to a number equivalent to the total share capital and class B shares up to a number equivalent to the total share capital. When voting at the Annual General Meeting, class A shares entitle the holder to one (1) vote per share and class B shares entitle the holder to one tenth (0.1) of a vote per share.
If the company decides to issue new class A and class B shares in the form of a cash issue or an offset issue, the holders of class A and class B shares shall have a preferential right to subscribe to new shares of the same share class in proportion to the number of shares they held beforehand (primary preferential right). Shares not subscribed to through primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). If shares offered in this way are insufficient to cover the subscription through subsidiary preferential right, the shares shall be distributed between the subscribers pro rata to the number of shares they held beforehand, and to the extent this is impossible, by the drawing of lots.
If the company decides to issue shares of only one share class in the form of a cash issue or an offset issue, all shareholders, irrespective of share class, shall have a preferential right to subscribe to new shares in proportion to the number of shares they held beforehand.
If the company decides to issue subscription options or convertibles in the form of a cash issue or an offset issue, the shareholders shall have a preferential right to subscribe to options as if the issue were of shares which can be newly subscribed to on the basis of options and shall have a preferential right to subscribe to convertibles as if the issue were of shares for which the convertibles can be exchanged.
The aforementioned does not entail any limitation on the possibility of passing a resolution on a cash issue or offset issue with a departure from the shareholders preferential rights.
If the share capital is increased through a bonus issue, new shares of each share class shall be issued pro rata to the number of shares of the same class that had been issuedbeforehand. In this event, old shares of a given share class shall confer the right to new shares of the same share class. The aforementioned does not entail any limitation on thepossibility of issuing shares of a new share class through a bonus issue, after making the necessary amendment to the Articles of Association.
§ 7 Board of directors
The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) members, with no fewer than zero (0) and no more than ten (10) deputies, who are all elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.
§ 8 Auditors
To examine the company’s annual report and accounts as well as the administration of the Board of Directors and the CEO, the company shall have one or two auditors or an audit firm, with or without deputy auditors.
§ 9 Notice of general meetings
Notice of general meetings shall be given through an announcement in “Post- och Inrikes Tidningar” and by publishing the notice on the company’s website. At the same time as giving notice, the company shall announce in “Dagens Industri” that notice has been given.
Notice of the Annual General Meeting, as well as notice of extraordinary general meetings at which amendments to the Articles of Association are to be discussed, shall be given at most six weeks and at least four weeks before the meeting. Notice of other extraordinary meetings shall be given at most six weeks and at least three weeks before the meeting.
§ 10 Registration
Shareholders who wish to participate in the discussions at the general meeting must be included in the transcript or other presentation of the full share register that reflects the situation five working days before the meeting and must also register their intention with the company no later than 12 noon on the date indicated in the notice of the meeting.
This latter date cannot be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must be no earlier than five working days before the meeting.
§ 11 Record date provision
The company’s shares shall be registered in a share register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
§ 12 Annual general meeting
The Annual General Meeting shall be held annually within six (6) months after the end of the financial year. The following items of business shall be addressed at the Annual General Meeting:
§ 13 Financial year
The company’s financial year shall be the calendar year.
§ 14 Collection of proxy forms
The Board of Directors may collect proxies at the company’s expense pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
§ 15 Conversion provision
It shall be possible to convert class A-shares to class B-shares, at the request of the owner of the class A-shares. Such request shall be made in writing to the company’s Board of Directors. The request must indicate the number of shares the holder wishes to convert. The Board of Directors shall consider the request for conversion within three months of receipt of such a request. The conversion must be reported for registration without delay and shall come into effect once registration has taken place.