ARTICLES OF ASSOCIATION OF MIDSONA AB
Adopted at Annual General Meeting 5 May 2021
§1 Business name
The business name of the company is Midsona AB. The Company is a public company (publ).
§2 Registered office of the company
The registered office of the Board of Directors is in Malmö
§3 Business activities
The company will, directly or through subsidiaries, develop and market health products, including medicinal products and biotechnical products, natural remedies and dietary supplements, consumer healthcare products, health foods and related products, and pursue business compatible therewith
§4 Share capital
The Company's share capital shall be not less than SEK 125 000 000 and not more than SEK 500 000 000.
§5 Number of shares
The number of shares shall be not less than 25 000 000 and not more than 100 000 000.
Shares in the Company may be issued in two classes, class A and class B. Each class may be issued in an amount that corresponds to 100 % of the share capital. In voting at the Annual General Meeting, one A share gives entitlement to ten (10) votes and each B share to one (1) vote.
Should the Company decide to issue new shares of class A and class B through a cash or set-off issue, holders of class A and class B shares shall have pre-emptive rights to subscribe for new shares of the same class in proportion to the number of shares already held (primary pre-emptive right). Any shares not subscribed for on the basis of primary pre-emptive rights shall be offered to all shareholders for subscription (secondary pre-emptive right). If the number of shares offered in this manner is not sufficient for subscription on the basis of secondary pre-emptive rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held or, to the extent that this is not possible, by lottery.
In the event that the share capital is increased through a bonus issue, new shares of each class shall be issued in such numbers that the proportional relationship between the respective share classes is preserved. Existing shares of a certain class shall thus carry entitlement to new shares of the same class. The aforementioned shall in no way restrict the Company’s opportunities, after making the requisite amendments to the Articles of Association, to issue shares of a new class through a bonus issue.
§6 Board of Directors
The Board of Directors shall consist of between three and nine members elected by a General Meeting. No deputy members shall be appointed.
The company shall have one or two auditors, with or without deputies. Only an authorised public account or registered audit firm may be appointed as auditor or deputy auditor.
Notice of General Meetings shall be made through announcement in the Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. The fact that notice has been given shall be announced in Dagens Industri.
§9 Notification of intention to attend General Meeting
Shareholders wishing to attend General Meetings shall notify the Company no later than on the date set out in the notice of the General Meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday before the General Meeting. If no last date for notification is set out in the notice, notification of intention to attend is not required to participate in the General Meeting. Shareholders may at a General Meeting be accompanied by one or two advisers, provided that the shareholder has given notice to the company of the number of advisers as set out in the previous paragraph.
§10 General Meeting
The General Meeting of the company shall be held in Malmö.
- Election of a Chairman to preside over the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of two persons to check and sign the minutes.
- Decision as to whether the General Meeting has been duly convened.
- Presentation of the annual accounts and audit report, as well as the consolidated accounts and consolidated audit report.
- Resolutions regarding:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) disposition of the Company’s profit or loss according to the adopted balance sheet,
c) discharge from liability for the members of the Board of Directors and the Chief Executive Officer
- Determination of the number of Board members and, where applicable, deputy auditors.
- Determination of fees to be paid to the Board of Directors and to the auditors.
- Election of the Board of Directors and, where applicable, deputy members of the Board of Directors.
- Other matters to be dealt with by the General Meeting of Shareholders in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.
§11 Proxy collection and advance voting
The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4 of the Swedish Companies Act (2005:551).
The board may, prior to a general meeting, decide that the shareholders shall be able to exercise their voting rights prior to the general meeting by post in accordance with Chapter 7, Section 4a of the Swedish Companies Act.
§12 Financial year
The Company's financial year shall be the calendar year
§13 Record day provision
The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
Holders of class A shares may, within the limit of the maximum number of class B shares which can be issued, request conversion of one or more class A shares to a corresponding number of B shares. A request for conversion shall be made in writing to the Company’s Board of Directors, specifying the number of shares the shareholder wishes to convert. The conversion takes effect when registration has taken place.