Articles of Association
§ 1 Company
The name of the Company is Aino Health AB (publ).
§ 2 Office of Board of Directors
The Registered Office of the Board of Directors of the Company is in Lund.
§ 3 Operations
The Company shall conduct management services within the area of sickness absence and associated activities.
§ 4 Share capital
The share capital shall amount to no less than 8,750,000 SEK and no more than 35,000,000 SEK.
§ 5 Number of shares
The number of shares shall amount to no less than 3,500,000 and no more than 14,000,000.
§ 6 Board of Directors
The Board of Directors shall comprise a minimum of three and a maximum of ten members with a minimum of zero and a maximum of ten deputy directors.
§ 7 Auditors
To review the Company’s annual report and the accounts as well as the administration of the Board of Director and CEO, one auditor and zero deputy auditors are appointed.
§ 8 Notice to a general meeting
Notice of a General Meeting shall be announced in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. Information that notice of a General Meeting has been published shall be announced in Dagens Industri. The notice shall immediately and at no cost for the recipient be sent by post to shareholders who have requested so and have reported their address. If the Annual General Meeting will be held at another time than stated in the Articles of Association, the notice shall without cost for the recipient be sent by post to every shareholder with an address known to the Company.
Notice of an Annual General Meeting and notice of an Extraordinary General Meeting where questions regarding amendments to the Articles of Association will be considered shall be announced no earlier than six weeks and no later than four weeks before the Meeting. Notice of other Extraordinary General Meeting shall be announced no earlier than six weeks and no later than three weeks before the Meeting.
§ 9 Matters at the Annual General Meeting
The following matters shall be considered during the Annual General Meeting:
1. Election of Chairman.
2. Preparation and approval of voting list.
3. Election of one or two persons to check the minutes.
4. Examination whether the Meeting has been properly convened.
5. Approval of the agenda.
6. Presentation of the annual report and, if required, the Auditors’ report
7. Resolutions in respect to.
a. Adoption of the profit and loss statement and the balance sheet.
b. Appropriation of the Company’s profit or loss according to the adopted balance sheet.
c. The Directors’ and the Managing Directors’ discharge from liability when it occurs.
8. Determination of the remuneration payable to the Board of Directors and, in some cases, Auditors
9.Election of Directors and, in some cases, Auditors
10. Other matters to be resolved at the Meeting under the Swedish Companies Act (aktiebolagslagen (2005:551)) or the Articles of Association.
§ 10 Financial year
The financial year is Jan 1 – Dec 31.
§11 Record day provision
The Company’s shares shall be registered in a central securities depository register pursuant to the Securities Register Centre- and Financial Instruments Accounts Act (Sw: lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Resolved at the Extraordinary General Meeting held on September 19, 2016, and registered at the Swedish Companies Registration Office on September 30, 2016.