N.B. The English text is an unofficial translation
1 Company name
The name of the company is Subgen AI AB. The company is public (publ).
2 Registered office
The registered office of the company is situated in Stockholm.
3 Company operations
The company shall own and manage securities, shares and rights, and conduct any other activities compatible therewith.
4 Share capital and number of shares
The share capital shall not be less than SEK 2,600,000 and shall not exceed SEK 10,400,000. The number of shares shall be no less than 1,018,000,000 and shall not exceed 4,072,000,000.
5 Share classes
Shares may be issued in two classes, ordinary shares and class A shares. The ordinary shares shall carry one vote per share and class A shares shall carry ten votes per share. Shares of either share class may be issued up to an amount corresponding to the full share capital.
If the company resolves to issue new ordinary shares and class A shares, against payment other than contribution in kind, owners of ordinary shares and class A shares shall have pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (secondary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.
If the company resolves to issue new shares of either solely ordinary shares or class A shares, against payment other than contribution in kind, all shareholders shall, irrespective of whether their shares are ordinary shares or class A shares, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.
What is set out above with regard to pre-emption rights shall apply mutatis mutandis in the event of issues of warrants and convertible bonds, and shall not limit the right to resolve upon an issue with deviation from the shareholders’ pre-emption rights.
In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendments of the Articles of Association.
Owners of class A shares shall be entitled to demand that a class A share is converted into an ordinary share. The request for conversion shall be made in writing to the board of directors of the company. The request shall state how many shares the shareholder wishes to convert and, where the conversion does not apply to the owner’s entire holding of class A shares, which of these are subject to the conversion. The conversion is effected when it has been registered and noted in the CSD register.
The company will take the necessary measures for conversion free of charge for shareholders four times a year. Such measures will be taken at the end of each quarter for requests received by the company no later than seven days prior to the end of the quarter.
6 Board of directors
The board of directors shall comprise 3–7 members and 0–3 alternate members.
7 Auditors
The company shall have 1–2 auditors and not more than 2 alternate auditors or a registered accounting firm.
8 Notice to attend general meetings
Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and be kept available on the company’s website. An announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
Shareholders who wish to participate in a shareholders’ meeting shall provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the shareholders’ meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting.
9 Opening of the meeting
The chair of the board of directors or a person appointed by the board of directors for this purpose opens the general meeting and presides over the proceedings until a chairperson of the meeting is elected.
10 Annual general meeting
The annual general meeting is held each year within six months of the end of the financial year.
The following matters shall be addressed at the annual general meeting.
1) Election of a chairperson of the meeting.
2) Preparation and approval of the voting list.
3) Approval of the agenda.
4) Election of one or two persons to attest the minutes, where applicable.
5) Determination of whether the meeting was duly convened.
6) Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group.
7) Resolutions regarding:
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- adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
- allocation of the company’s profit or loss according to the adopted balance sheet;
- discharge from liability for board members and the managing director.
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8) Determination of fees for the board of directors and the auditors.
9) Election of the board of directors and accounting firm or auditors.
10) Any other business incumbent on the meeting according to the Companies Act or the articles of association.
12 Financial year
The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.
13 CSD clause
The company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act.
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