Adopted at the annual general meeting of 18 April 2011
§ 1 The Company
The registered business name of the Company is Human Care HC AB (publ).
§ 2 Registered office
The Board has its registered office in the municipality of Stockholm.
§ 3 Operations
The object of the Company's business is directly or indirectly through subsidiaries or other interests, to develop, produce and market products for the care sector, care of the elderly and other activities compatible therewith.
§ 4 Share capital and number of shares
The number of shares shall be not less than 2,600,000 and not more than 10,400,000. The share capital of the Company shall amount to not less than SEK 2,600,000 and not more than SEK 10,400,000.
§ 5 Shares
Shares shall be issued in a single stock class. If the share capital is increased through a new issue of shares, the existing shareholders shall have the preferential right to subscribe for new shares in proportion to the number of existing shares held. Shares not subscribed for by shareholders with a preferential right shall be offered to all shareholders. If the total number of shares to be offered is not sufficient to cover the subscriptions made, such shares shall be distributed among the subscribers in relation to the number of existing shares held and, where this is not possible, through the drawing of lots. The above shall not in any way limit the ability of the company to make decisions regarding cash issues which deviate from the shareholders' preferential rights. In the event of a bonus issue, new shares of each type shall be issued in proportion to the number of shares of the same type already existing. Existing shares shall thereby carry a preferential right in relation to their proportion of the share capital.
§ 6 The Board
The Board shall consist of not fewer than three and not more than seven board members, with not more than three deputy board members. The Board shall be elected annual at the annual general meeting for the period until the next annual general meeting is held.
§ 7 Auditors
One or two auditors and a maximum of two deputies shall be appointed at the annual general meeting to review the administration of the Board and the Managing Director and the Company's accounts. Chartered accountancy companies may also be appointed as auditors and deputies.
§ 8 Notice of general meetings and registration
Notice of annual general meetings and extraordinary general meetings which deal with amending the articles of association shall be given not earlier than six weeks and not later than four weeks prior to the meeting, through an announcement in the Swedish Official Gazette and in Dagens Industri. Notice of extraordinary general meetings which deal with other matters shall be given not earlier than six weeks and not later than two weeks prior to the meeting. Shareholders who wish to participate in the meeting must be included in the share register produced by VPC AB five working days prior to the meeting, and must also register no later than 15.00 on the date stated in the notice convening the meeting. Such a day may not be a Sunday, another public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not be earlier than five working days prior to the meeting. Shareholders may bring one or two assistants, although only if the shareholder has given prior notice of the number of assistants to the company in the manner stipulated above.
§ 9 Annual general meetings
An annual general meeting shall be held annually within six months of the expiry of the financial year. At the annual general meeting, the following items shall be addressed:
Election of a chairman of the meeting.
Preparation and approval of the voting list.
Election of one or two persons to verify the minutes.
Consideration of whether the meeting has been duly convened.
Approval of the agenda for the meeting.
Presentation of the annual report, the consolidated accounts and the auditor's report.
Resolutions on:
A. adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet.
B. disposal of the company's profit or loss according to the adopted balance sheet.
C. the discharge from liability of the board members and the Managing Director.
Adoption of the fees to be paid to the Board and the auditors.
Confirmation of the number of board members and any deputies.
Election of board members and deputies.
Election, if applicable, of auditors and any deputy auditors.
Other matters which according to the Swedish Companies Act (2005:551) or the articles of association shall be addressed at the meeting.
§ 10 Financial year
The Company's financial year shall be 1 January to 31 December.
§ 11 Registration
The Company's shares shall be registered in a share register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).