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Corporate Governance

Article of Association

Org. nr 556556-4241 / reg. no 556556-4241

Adopted at the Annual General Meeting held on 17 April 2019

1 Name of company

Name of the company is Mentice AB. The company is a public company (publ).

2 Registered Head Office

The Head Office of the company shall be situated in Gothenburg.

3 Business Activities

The Company shall develop, market and sell products and services within medical simulation and other activities related thereto.

4 Share Capital

The Share Capital shall in total not be less than SEK 500,000 and not more than SEK 2,000,000.

5 Number of Shares

The number of shares shall not be less than 10,000,000 and not more than 40,000,000.

6 Board of Directors

The Board of Directors shall consist of three to ten members without any deputy members.

7 Auditors

The company shall have one or two auditors with or without deputy auditors.

8 Notice

Notice of shareholders’ meetings shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the Company’s website. Announcement that notice has been given shall be made in Dagens Industri.

9 Annual General Meeting

Annual General Meetings shall be held annually within six months after the expiration of the financial year. At the Annual General Meeting the following matters shall be considered:

1. Election of a chairman of the Annual General Meeting

2. Preparation and approval of the list of voters

3. Election of one or two persons to verify the minutes

4. Consideration of whether the Annual General Meeting has been properly convened

5. Approval of the agenda for the meeting

6. Presentation of the annual report and, if applicable, presentation of consolidated report and auditor’s report

7. Resolutions
(a) regarding adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet
(b) regarding allocation of the company’s profit or loss according to the adopted balance sheet
(c) regarding discharge from liability for the members of the Board of Directors and the managing director

8. Determination of fees for the members of the Board of Directors and auditors

9. Election of members of the Board of Directors and appointment of auditors and deputy auditors, if any

10. Other matters relevant to the Annual General Meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.

10 Financial Year

The financial year of the company shall be calendar year.

11 Record Day Provision

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


POLICIES should include code of conduct