Articles of association
1. NAME OF THE COMPANY
The name of the company is MedCap AB (publ).
2. REGISTERED OFFICE
The board of directors shall have its registered office in Stockholm City in Stockholm County. The Annual General Meeting shall be held in Solna or Stockholm.
3. OBJECT OF THE COMPANY
The object of the company’s business is to buy, manage and sell moveable and immovable property, including to directly and indirectly through subsidiaries and associated companies provide venture capital to businesses and to provide services to both such portfolio companies and other similar companies and to conduct related activities.
4. SHARE CAPITAL
The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000.
5. NUMBER OF SHARES
The number of shares shall be not less than 6,250,000 and not more than 25,000,000.
6. RECORD DAY PROVISION
The company’s shares shall be recorded in a share register in accordance with the Financial Instruments Accounts Act (1998:1479).
7. BOARD OF DIRECTORS AND AUDITORS
The board of directors shall consist of no fewer than three directors and no more than eight directors, with no deputies. One or two auditors, with or without deputy auditors, or one registered auditing firm shall be appointed.
8. NOTICE TO ATTEND GENERAL MEETINGS
Notice to attend the annual general meeting and any extraordinary general meeting at which the matter of amendments to the articles of association will be considered shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend any other extraordinary general meeting shall be issued not earlier than six weeks and not later than three weeks prior to the meeting.
Notice to attend a general meeting shall be published in Post- och Inrikes Tidningar and on the company’s website. The fact that the notice has been issued shall be advertised in Swedish newspaper Svenska Dagbladet.
In order to participate at the general meeting, shareholders must be recorded in the share register maintained by Euroclear Sweden AB not later than 5 weekdays prior to the meeting, and must notify the company of their intention to attend the meeting not later than the date specified in the notice to attend. This day may not be a Sunday, other public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday prior to the meeting.
A shareholder may bring a maximum of two assistants to the meeting, but only if the shareholder has notified the company of the number of assistants in the manner specified in the preceding paragraph.
9. ANNUAL GENERAL MEETING
The Annual General Meeting is held once per year, within six months of the end of the financial year. The following matters shall be considered by the annual general meeting:
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 to verify the minutes together with the chairman;
5. Consideration of whether the meeting has been duly convened;
6. Presentation of the annual accounts and audit report as well as, where applicable, the consolidated accounts and consolidated audit report;
7. Resolutions on
a. adopting the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
b. appropriation of the company’s profit or loss in accordance with the adopted balance sheet, and
c. discharging the directors and chief executive officer from liability;
8. Determination of the directors’ and auditors’ fees;
9. Election of the board of directors and board chairman and, if required, appointment of one or two auditors and one or two deputy auditors;
10. Other matters to be addressed at the meeting in accordance with the Companies’ Act or the articles of association.
10. FINANCIAL YEAR
The company’s financial year shall be the period January 1 – December 31.
These articles of association were adopted at the Annual General Meeting of 4 September 2017