Corporate governance

The company is a Swedish public limited company. Corporate governance is based on Swedish law, the articles of association, internal rules and regulations, the Nasdaq First North Growth Markets rules, and the Swedish Code of Corporate Governance.

General Meeting

According to the Swedish Companies Act (2005:551), the general meeting is the company’s highest decision-making body. At the general meeting, shareholders exercise their voting rights on key issues, such as the approval of the income statement and balance sheet, the appropriation of the company’s earnings, the granting of discharge from liability to the board members and the CEO, the election of board members and auditors, and the remuneration of the board and auditors.

The annual general meeting must be held within 6 months from the end of the financial year. In addition to the annual general meeting, an extraordinary general meeting may also be convened. According to the articles of association, notice of the general meeting is given by advertising in the Official Gazette and by making the notice available on the company’s website. The fact that notice has been given shall also be announced in Svenska Dagbladet.

Company Articles of Association

Company Name

The company’s corporate name is iZafe Group AB. The company is a public limited company (publ).

Registered Office of the Board of Directors

The board of directors has its registered office in Stockholm County.

Business Activities

The company shall conduct research and development of medical products and, as a parent company, lead and administer such activities, as well as manage real and personal property and engage in related activities.

Share Capital

The share capital shall amount to a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000.

Number of Shares

The number of shares shall be a minimum of 250,000,000 and a maximum of 1,000,000,000.

Classes of Shares

The shares shall be issued in two series, series A and series B. A-shares carry ten (10) votes per share, and B-shares carry one (1) vote per share.

A and B shares may be issued in each series up to an amount corresponding to 100 percent of the entire share capital.

The shares of series A and B shall confer the same rights to a share in the company’s assets and profits.

If the company decides to issue new shares through a cash issue or a set-off issue, holders of series A shares and series B shares shall have a pre-emptive right to subscribe for new shares of the same class in proportion to the number of shares they previously hold (primary pre-emptive right). Shares not subscribed for with primary pre-emptive rights shall be offered to all shareholders for subscription (secondary pre-emptive right). If the offered shares are insufficient to cover the subscription made with the secondary pre-emptive right, the shares shall be distributed among the subscribers in proportion to the total number of shares they previously hold in the company. If this cannot be done for a certain share or shares, the distribution shall be made by drawing lots.

If the company decides to issue shares only of series A or series B, all shareholders, regardless of whether their shares are of series A or series B, shall have a pre-emptive right to subscribe for new shares in proportion to the number of shares they previously hold.

The provisions regarding shareholders’ pre-emptive rights shall not restrict the possibility of making decisions on a cash issue with deviation from shareholders’ pre-emptive rights.

The provisions regarding shareholders’ pre-emptive rights shall apply mutatis mutandis to the issuance of subscription options and convertibles.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued for each class of shares in proportion to the number of shares of the same class previously existing. In this case, old shares of a particular class shall carry a pre-emptive right to new shares of the same class. The provisions mentioned above shall not restrict the possibility of issuing shares of a new class through a bonus issue, subject to the necessary amendment of the Articles of Association.

Series A shares may be converted into series B shares in the following manner. A request for conversion shall be made in writing by a shareholder to the company, stating the number of series A shares to be converted. The conversion shall then be promptly registered with the Swedish Companies Registration Office and shall be deemed completed upon registration.

Board of Directors

The board of directors shall consist of a minimum of 3 and a maximum of 7 members, with a maximum of 5 alternates.

Auditor

For the examination of the company’s annual accounts and the administration of the board of directors and the CEO, one or two auditors (or registered audit firms) shall be appointed, with or without alternate auditors.

Notice of General Meeting

Notice of a general meeting shall be given through announcement in the Official Swedish Gazette (Post- och Inrikes Tidningar), through publication on the company’s website, and through notice in Svenska Dagbladet (SvD) regarding the issuance of the notice. Notice of the annual general meeting and notice of an extraordinary general meeting where a proposal to amend the Articles of Association will be considered shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.

Registration for the Meeting

The right to attend the meeting shall belong to those shareholders who have been entered in the share register as stipulated in Chapter 7, Section 28, Paragraph 3 of the Swedish Companies Act and who have notified the company and the number of assistants (up to 2) on the day specified in the notice of the meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve and must not fall earlier than the fifth working day before the meeting.

Collection of Proxies and Postal Voting

The board of directors may collect proxies according to the procedure specified in Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act (2005:551).

Before a general meeting, the board of directors may decide that shareholders may exercise their voting rights by post before the general meeting.

Annual General Meeting

The annual general meeting shall be held annually within six (6) months after the end of the financial year. The following matters shall be addressed at the annual general meeting:

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two scrutineers.
5. Verification of whether the meeting has been duly convened.
6. Presentation of the presented annual accounts and audit report, as well as the consolidated financial statements and consolidated audit report.
7. Resolutions
   • a) on the adoption of the income statement and balance sheet, consolidated income statement, and consolidated balance sheet;
   • b) on the allocation of the company’s profit or loss according to the adopted balance sheet;
   • c) on the discharge from liability of the board members and the CEO.
8. Determination of the number of board members and auditors and, if applicable, alternates.
9. Determination of fees for the board of directors and auditors.
10. Election of the board of directors and any deputy board members, and, if applicable, auditors and any deputy auditors.
11. Any other business to be addressed at the meeting in accordance with the Swedish Companies Act or the Articles of Association.

Financial Year

The company’s financial year is the calendar year.

Registration Restriction

The company’s shares shall be registered in a securities register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).