Articles of Association

Articles of Association for Curando Nordic AB, org. nr 559049-5254, established at Extraordinary General Meeting on November 17th 2020.

§ 1 Company Name

The company's name is Curando Nordic AB. The company is public (publ).

§ 2 Seat of The Board

The board will have its registered office in Lund municipality.

§ 3 Business

The company's business is specialist clinics in outpatient care, in hospitals and outside of hospitals, and primary care clinics with physicians. Furthermore the company will do corporate health care with and without physicians. The company will also provide health and healthcare related software/IT-platforms designed for private and public healthcare and healthcare adjacent businesses.

§ 4 Share Capital

The share capital will amount to a minimum of SEK 544 500 and a maximum of SEK 2 178 000.

§ 5 Number of shares

The number of shares will be a minimum of 54 450 000 and a maximum of 217 800 000.

§ 6 Board of Directors

The board shall consist of a minimum of three and a maximum of eight members with a minimum of zero and a maximum of three alternates.

§ 7 Auditor

For review of the company's annual report and the board's and CEO's administration, one or two auditors with or without alternates will be appointed, or a registered auditing company.

§ 8 Notice of General Meeting

Notice of a general meeting will always be given in Post- och Inrikes Tidiningar and on the company's website. That a notice has been issued will be announced in Svenska Dagbladet. If the publication of Svenska Dagbladet would be discontinued, the announcement will instead be made in Dagens Industri.

§ 9 Registration to General Meeting

The right to participate in a general meeting is held by shareholders who have been entered into the share register as according to chapter 7 § 28 ¶ 3 of the Swedish Companies Act (2005:551), and who have registered with the company no later than the date specified in the notice of the general meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not occur earlier than the fifth weekday before the general meeting. If shareholders intend to bring assistants, the number of assistants must be stated in the registration.

§ 10 Annual General Meeting

The annual general meeting will be held yearly within six (6) months of the closing of the financial year.

During the annual general meeting the following matters will be addressed:

    1. Appointment of chairman of the meeting.
    2. Establishment and approval of the electoral roll.
    3. Approval of the agenda.
    4. Appointment of one or two adjusters.
    5. Examination of whether the meeting has been duly convened.
    6. Presentation of annual report and auditor's report and, where applicable, consolidated accounts and consolidated auditor's report.
    7. Decision
      1. on adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
      2. on dispositions regarding the company's profit or loss according to the confirmed balance sheet;
      3. on discharge from liability for the board members and CEO.
    8. Determination of the number of board members, board alternates and of the number of auditors and alternate auditors.
    9. Determination of fees for the board and the auditors.
    10. Election of board and any alternate board members as well as auditors or auditing companies and any alternate auditors.
    11. Other matters, put forward during the general meeting according to the Companies Act or the Articles of Association.

§ 11 Financial year

The company's financial year will be calendar year.

§ 12 Reservation for reconciliation

The shareholder or share manager who on the record date is included in the share register and noted in a reconciliation register according to ch. 4 the Act (1998: 1479) on central securities depositories and accounting of financial instruments or the one that is recorded in a reconciliation account according to ch. 4 § 18 first paragraph 6 - 8 mentioned law, will be assumed to have permission to exercise the rights set out in ch. 4 § 39 of the Swedish Companies Act (2005: 551).

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