Articles of association
Hemply Balance Holding AB (publ)
Reg. no. 559206-7168
§ 1 Company name
The company’s name is Hemply Balance Holding AB (publ).
§ 2 The registered office of the company
The registered head office of the company is in the municipality of Stockholm.
§ 3 Objects of the company
The object of the company’s business shall be to own and manage shares in subsidiaries and affiliated companies and thereto associated activities.
§ 4 Share capital
The share capital shall total not less than SEK 500,000and not more than SEK 2,000,000.
§ 5 Number of shares
The number of shares shall total not less than 1,600,000 and not more than 6,400,000.
§ 6 Board of directors
The board of directors shall consist of 3- 10 directors with not more than 10 alternate directors.
§ 7 Auditors
One or two auditors with or without alternate auditors shall be appointed.
§ 8 Notice
Notice to attend annual general meeting and other general meetings shall be no earlier than six weeks and no later than four weeks before the general meeting and in the case of extra general meeting which shall not deal with a change in the articles of association no earlier than six weeks and no later than two weeks before the general meeting.
Notice to attend a general meeting shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company´s website. At thetime of the noticeit shall beinformed thatthe notice has beenadvertised in Svenska Dagbladet.
§ 9 Annual general meeting
The annual general meeting shall be held annually within six (6) months after the end of the financial year.
Proceedings at the annual general meeting shall consider the following matters:
1) Election of a chairman of the general meeting
2) Preparation and approval of the list of voters
3) Election of one or two persons to verify the minutes
4) Consideration of whether the general meeting has been properly convened
5) Approval of agenda
6) Presentation of the annual accounts and the auditor’s report and, where applicable, the consolidated accounts and the auditor’s report thereon
a) regarding adoption of the profit and loss account, the balance sheet and, where applicable, the consolidated profit and loss account and the consolidated balance sheet
b) regarding application of the company’s profit or loss according to the adopted balance sheet, and
c) regarding discharge from liability for the directors and the managing director
8) Determination of fees for directors and auditors
9) Election of a board of directors and appointment of auditors and alternate auditors
10) Other matters relevant to the general meeting according to the Companies Act or the articles of association
§ 10 The right to attend general meetings
Shareholders, wishing to attend a general meeting, must report its participation to the company no later than the date and time set out in the notice to the general meeting. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not take place earlier than the fifth business day prior to the general meeting. Shareholders may bring one (1) or two (2) advisors to the general meeting, subject to the shareholder notifying this according to what is set out above.
§ 11 Dispute
In the event of a dispute between the company and the board, director, managing director, liquidator or shareholder, the matter shall be determined by arbitrators in accordance with the Swedish Arbitration Act (1999: 116).
§ 12 Record day provision
The shareholder or trustee who, on the record day, is entered in the share register and recorded in a record register, according to Chapter 4. the Act (1998: 1479) on central securities depositories and the keeping of financial instruments or the one recorded in a reconciliation account in accordance with Chapter 4. Section 18, first paragraph 6-8, mentioned law, shall be assumed to be competent to exercise the rights set forth in Chapter 4. Section 39 of the Companies Act (2005: 551).
§ 13 Financial year
The financial year shall be 0101 – 1231.