Articles of Association

1 of

Ependion AB
556025-1851

Approved by the AGM on 10 May 2023.

§ 1

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

§ 2

The Board of Directors has its registered office in Malmö, Sweden.

§ 3

The purpose of the company is to develop, manufacture and sell products and software with high technology content, and provide services in data communication, digitalisation and visualisation, as well as conducting other related business.

§ 4

The company’s share capital shall be a minimum of SEK 5,000,000 and a maximum of SEK 20,000,000.

§ 5

The number of shares shall be a minimum of 15,000,000 and a maximum of 60,000,000.

Shares may be issued in two classes, ordinary shares and shares of class C. Ordinary shares may be issued to a maximum number of 100% of all the shares of the company, and shares of class C to a maximum number of 5% of all the shares of the company. Ordinary shares carry one vote and class C shares carry 1/10 vote.

Shares of class C are not entitled to dividends. On dissolution of the company, class C shares are entitled to an equal portion of the company’s assets as the company’s ordinary shares, although not at a higher amount than corresponding to the quotient value of the share.

If the company decides to issue ordinary shares and shares of class C through a cash issue or set-off issue, holders of ordinary shares and holders of shares of class C will have preferential rights to subscribe for new shares of the same share class in relation to the number of shares they previously held (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary subscription). If the shares offered are not sufficient for subscription through subsidiary preferential rights, the shares shall be divided between subscribers in relation to the number of shares they previously held, and to the extent this is not possible, by drawing lots. If the company decides to issue ordinary shares or shares of class C only through a cash issue or set-off issue, all shareholders, regardless of whether their shares are ordinary shares or shares of class C, shall be entitled to subscribe for new shares in relation to the number of shares they previously held. The above shall not imply any limitation in the possibility of deciding on cash issues or set-off issues waiving shareholders’ preferential rights. What has been stipulated above regarding shareholders’ preferential rights shall have commensurate application on such issue of share warrants or convertibles that are not against payment by non-cash consideration.

If share capital increases through a bonus issue, new shares shall be issued of each share class in relation to the number of shares of the same class that previously existed. In this context, existing shares of a specific share class will confer entitlement to shares of the same share class. The above shall not imply any limitation in the potential to issue shares of a new class through a bonus issue, after requisite amendment of the Articles of Association.

The company’s Board of Directors may decide to reduce the share capital by redeeming all shares of class C. When deciding on redemption, holders of shares of class C shall submit all their shares of class C to be redeemed for an amount corresponding to their quotient value. Payment of the redemption amount shall be without delay.

On instruction by the Board of Directors, shares of class C held by the company itself shall be convertible into ordinary shares. Subsequently, this conversion shall be notified for registration with the Swedish Companies Registration Office without delay, and will be consummated when recorded in the register Swedish Register of Companies, and in the CSD (central securities depository) Register.

§ 6

The Board of Directors shall consist of a minimum of four and a maximum of seven members with no deputies. Members are appointed yearly at the AGM for the period until the following AGM is held.

§ 7

Two auditors, with a maximum of two deputies, or registered public accounting firm, will be appointed to review the company’s administration and accounting records.

§ 8

Invitations to the AGM and to an Extraordinary General Meetings (EGM) that consider the matter of amending the Articles of Association, shall be issued at the earliest six weeks and the latest four weeks prior to such Meeting. Invitations to other EGMs shall be issued at the earliest six weeks and the latest two weeks prior to such Meeting. Invitations shall be through an announcement in the Swedish Official Gazette, and on the company’s website. The invitation shall also be announced in Swedish daily newspaper Dagens Industri.

Shareholders that want to participate in the proceedings of a shareholders’ meeting shall firstly be recorded in a print-out or other copy of the complete share register on the record date of the shareholders’ meeting pursuant to the Swedish Companies Act (2005:551), and secondly notify the company on the date stated in the invitation to the Meeting. This latter date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall earlier than the fifth weekday before the Meeting.

Shareholders may bring one or two assistants to shareholders’ meetings, although only if the shareholder has notified the company thereof pursuant to the previous paragraph.

The Board of Directors collects powers of attorney pursuant to the procedure stated in chap. 7 §4 second para. of the Swedish Companies Act (2005:551).

For a shareholders’ meeting, the Board of Directors is entitled to decide that shareholders will be able to exercise their voting rights by mail, including e-mail, prior to such meeting.

§ 9

The shareholders’ meeting will be opened by the Chairman of the Board, or such party as the Board of Directors appoints.

At shareholders’ meetings, each party entitled to vote may vote for the full number of shares held and/or represented.

§ 10

The following business will be considered at the AGM

  1. Election of a Chairman of the Meeting
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of two people to take the minutes.
  5. Consideration of whether the Meeting has been duly convened.
  6. Presentation of the annual accounts and audit report, and where appropriate, consolidated accounts and the consolidated audit report.
  7. Resolutions

    1. on approval of the Income Statement and Balance Sheet, and where appropriate, Consolidated Income Statement and Consolidated Balance Sheet,
    2. on appropriation of the company’s profit or loss pursuant to the adopted Balance Sheet,
    3. on discharging the Directors and President from liability.
  8. Determining the number of Board members.
  9. Determining fees to the Board of Directors, and where appropriate, the auditor.
  10. Election of the Board of Directors, Chairman of the Board, and where appropriate, accounting firm or auditors and any deputy auditors.
  11. Election of members of the Nomination Committee or decision on how the members of the Nomination Committee shall be appointed.
  12. Other business incumbent on the Meeting pursuant to the Swedish Companies Act (2005:551) or Articles of Association.

§ 11

The calendar year shall be the company’s financial year.

§ 12

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