CONTACTS ENGLISH About Us Healthcare Services Diagnostic Services Careers Investors Media Sustainability Investors Initial public offering The Share Financial targets Dividend policy Financing Calendar Reports and Presentations Financial data Corporate governance Annual general meeting Nomination committee Board of directors Committees Executive management Remuneration Auditors Articles of association Subscribe IR contact HOME FINANCIAL INFORMATION CORPORATE GOVERNANCE ARTICLES OF ASSOCIATION Articles of association SHARE PRINT Adopted at the annual general meeting held on 29 April 2021. Company name The name of the company is Medicover AB. The company is a public company (publ). Registered office of the company The registered office of the company is situated in Stockholm, Sweden. Objects of the company The company shall directly or indirectly actively work for a suitable coordination and development of the business conducted by subsidiaries as well as business associated therewith. Accounting currency The company’s accounting currency shall be Euro. Share capital and shares The share capital shall be not less than EUR 17,000,000 and not more than EUR 68,000,000. The number of shares shall be not less than 85,000,000 and not more than 340,000,000. The shares shall be issued in three classes, Class A, Class B and Class C. Class A shares shall entitle the holder to one (1) vote per share, whereas Class B and Class C shares shall entitle the holder to one tenth (1/10) vote per share. Shares of each class may be issued in a quantity corresponding to the entire share capital of the company. Holders of Class C shares are not entitled to dividends. Upon the company’s liquidation, Class C shares carry equivalent right to the company’s assets as other shares, however not to an amount exceeding the quota value of the share. Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots. Where the company resolves to issue only one class of shares by way of a cash issue or set-off issue, all of the shareholders, irrespective of the class of share, shall hold pre-emption rights to subscribe for new shares pro rata to the number of shares previously owned. The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights. The provisions above regarding shareholders’ pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments. 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 amendment to the articles of association. Reduction of share capital, which in any case shall not fall below the minimum share capital, may, upon the request of an owner of Class C shares and a resolution by the company’s board of directors or the general meeting, take place through redemption of Class C shares. A request from an owner of Class C shares shall be made in writing. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserve fund, if required funds are available. The redemption amount per Class C share shall correspond to the quota value of such shares. Following notice of the redemption resolution, holders of shares shall promptly receive payment for the shares, or, if authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following notice that the final decision has been registered. Board of directors The Board of Directors elected by the shareholders’ meeting shall comprise not less than three (3) and not more than twelve (12) members. Auditors The company shall have one or two (1–2) auditors and not more than two (2) alternate auditors or a registered accounting firm. Notice to attend shareholders' meetings Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and on the company’s website, within such time as set forth in the Swedish Companies Act (2005:551). It shall be announced in Svenska Dagbladet that a notice has been issued. Participation at shareholders’ meetings Shareholders who wish to participate at a shareholders’ meeting shall notify the company not later than the day stated in the notice convening the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and may not fall earlier than the fifth weekday before the meeting. If a shareholder wishes to be joined by assistants (not more than two assistants) at the shareholders' meeting, the number of assistants must be stated in the notice of participation. Matters at annual shareholders’ meetings The annual shareholders’ meeting is held each year within six months of the end of the financial year. The following matters shall be addressed at annual shareholders’ meetings: Election of a Chairman of the meeting; Preparation and approval of the voting register; Approval of the agenda; Election of one or two persons to attest the minutes; Determination of whether the meeting was duly convened; Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group; Resolutions regarding 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; Determination of fees for the board of directors and the auditors; Election of the board of directors and accounting firm or auditors; Any other business incumbent on the meeting according to the Companies Act or the articles of association. Collecting of powers of attorneys and voting by post The board of directors may collect powers of attorneys in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Swedish Companies Act (2015:551). The board of directors has the right before a shareholders' meeting to decide that shareholders should be able to excercise their right to vote by post in advance of the shareholders' meeting. Financial year The company’s financial year shall be the calendar year. Conversion clause Class A shares and Class C shares may be converted to Class B shares. A request for conversion must be made in writing to the company’s board of directors and must indicate the number of shares requested to be converted and, where the conversion does not apply to the owner’s entire holding of Class A shares or Class C shares, which of these shares are subject to the conversion. The conversion shall be reported for registration without delay and the conversion is effected when it has been registered and noted in the securities register. Euroclear company The company’s shares shall be registered in a securities register in accordance with the Swedish Securities Register and Financial Instruments Accounts Act (1998:1479). Site services Accessibility Cookie Policy Privacy policy Site Map Company Directory Copyright © 2020 Social menu fb linkedin twitter Delivered by