Articles of Association

FRISQ Holding AB. Registration number 556959-2867.

These Articles of Association have been adopted at a shareholder’s meeting on 17 September 2015.

§ 1

The Name of the company is FRISQ Holding AB (publ).

§ 2

The board of directors have its registered office in the municipality of Stockholm.

§ 3

The company shall, directly or indirectly through wholly or part owned subsidiaries distribute pharmaceuticals through the development of processes between care givers and patients. The company shall also conduct other business compatible therewith.

§ 4

The share capital shall be not less than SEK 625,000 and no more than SEK 2,500,000.

§ 5

The number of shares shall be not less than 12,500,000 and not more than 50,000,000. All shares shall be of one class.

§ 6

The board of directors shall consist of at least three and not more than eight ordinary board members without deputy board members.

§ 7

The company shall have one or two auditors, with or without deputies or a registered auditing firm.

§ 8

Notice to a shareholders’ meeting shall be made by publishing the notice in Post- och Inrikes Tidningar and on the company’s web page. Information that notice to a shareholder’s meeting has been issued shall be announced in Svenska Dagbladet.

Notice to the Annual General Meeting and extra shareholder’s meeting where it is proposed to change the articles of association shall be made no earlier than six weeks and no later than four weeks prior to the meeting. Notice to any other shareholders’ meeting shall be made no earlier than six weeks and no later than two weeks prior to such meeting.

Shareholders wishing to take part in the proceedings at general shareholders’ meetings shall be registered as shareholders in such print-outs or other versions of the entire shareholders’ register as relate to the circumstances prevailing five weekdays prior to the general shareholders’ meeting. They must also notify the Company of their intention to attend no later the day specified in the notification of the shareholders’ meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall before the fifth weekday prior to the general shareholders’ meeting.

Shareholders wishing to be accompanied by one or two assistants at a general shareholders’ meeting shall notify the Company of this fact within the period mentioned above.

§ 9

The Annual General Meeting shall be held within six months after the end of the financial year.

The following matters shall be dealt with at the Annual General Meeting:

  1. Election of the chairman at the general meeting;
  2. Preparation and approval of a voting list;
  3. Election of one or two persons to check the minutes;
  4. Examination whether the meeting has been properly convened;
  5. Approval of the agenda;
  6. Presentation of the Annual Report and the Auditors’ report and of the Consolidated Accounts and the Auditors’ report on the Group;
  7. Resolutions in respect of:
    a) adoption of the profit and loss statement and the balance sheet and of the consolidated profit and loss statement and the consolidated balance sheet,
    b) appropriation of the company’s profit or loss according to the adopted balance sheet,
    c) the directors’ and the managing directors’ discharge from liability;
  8. Determination of the remuneration payable to the Board of Directors and the auditors;
  9. Election of directors and of deputy directors and, when appropriate, elections of auditors and deputy auditors;
  10. Other matters, to be resolved at the general meeting under the Swedish Companies Act (Sw: Aktiebolagslagen (2005:551)).

§ 10

The fiscal year shall be 1 January to 31 December (calendar year).

§ 11

The shares of the company shall be registered in a central securities depository register under the Financial Instruments Act (Sw. lagen (1998:1479) om kontoföring av finansiella instrument).