Articles of association
§ 1 Name of the Company
The name of the company is Attendo AB (publ). The company is public.
§ 2 Registered Office
The registered office of the Board of Directors shall be in the municipality of Danderyd. General meetings may also be held in the municipality of Stockholm.
§ 3 Object of the Business of the Company
The object of the company’s business is to – directly or indirectly – provide services and products to older people and people with disabilities, as well as other services, care and health care and, in addition, to provide affiliates with services, primarily in administration, governance, legal counselling and marketing as well as other activities in relation or as a complement thereto and also in connection with its operations own and manage real property and chattel.
§ 4 Share Capital
The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.
§ 5 Number of Shares
The number of shares shall not be less than 90,000,000 and not more than 360,000,000.
§ 6 Board of Directors and Auditors
The Board of Directors shall consist of not less than three and not more than ten Members. The company shall have one auditor and not more than one deputy auditor. An authorized public accountant or a registered accounting firm shall be appointed as auditor and, when applicable, deputy auditor.
§ 7 Notice to convene a general Meeting
Notice to convene a General Meeting shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and be kept available at the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
§ 8 Participation in General Meeting
In order to participate at a general meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the meeting. Such a day may not fall on a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, nor may it fall earlier than the fifth weekday prior to the meeting.
A shareholder may be accompanied by assistants at a general meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
§ 9 Annual General Meeting
At the Annual General Meeting the following items shall be addressed:
- Election of the Chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report, and if applicable, the consolidated financial statements and the group auditor’s report.
- Resolutions regarding:
(i) the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet;
(ii) the allocation of the company’s profit or loss according to the adopted balance sheet;
(iii) the discharge from liability for the Board of Directors and the CEO;
(iv) remuneration to the Board of Directors, and if applicable, remuneration to the auditors;
(v) election of the directors, and, where applicable, auditors; and
(vi) any other matter which the meeting is required to decide pursuant to the Companies Act.
§ 10 Financial year
The financial year of the Company shall be January 1 to December 31.
§ 11 Record day provision
The shareholder or nominee who on the record date is recorded in the share register and registered with a central security depository register, pursuant to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or is registered on a securities account in accordance with Section 18 Chapter 4 first paragraph item 6–8 in mentioned law, shall be assumed to be authorized to carry-out the rights set forth in Section 39 Chapter 4 of the Swedish Companies Act (2005:551).