Articles of Association

The articles of association cover everything from the company's area of ​​operation and share capital to the composition of the board of directors and rules for general meetings.

Prevas AB (publ)

This text has been prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish original and the translation, the Swedish shall have precedence.

Corporate ID No. 556252-1384 Adopted 2010-03-30

§ 1 COMPANY

The company's name is Prevas Limited company. The company is public (publ).

§ 2 SEAT OF THE BOARD

The board of directors shall have its registered office in the municipality of Västerås. The general meeting may also be held in the municipalities of Stockholm, Gothenburg, Malmö or Linköping.

§ 3 OPERATION

The company shall, itself or through subsidiaries, conduct business relating to the development of data-based products, IT solutions and automation systems, own and manage real and personal property and engage in activities compatible therewith.

§ 4 SHARE CAPITAL AND NUMBER OF SHARES

The share capital shall be a minimum of SEK 15,000,000 and a maximum of SEK 60,000,000. The number of shares shall be a minimum of 6,000,000 and a maximum of 24,000,000.

§ 5 SHARE TYPE

Shares shall be issued in two series; series A with ten (10) votes per share and series B with one (1) vote per share. Otherwise, all shares carry equal rights to a share in the company's assets and profits. Series A shares shall be issued in a number not exceeding one hundred hundredths (100/100) of the share capital and series B shares in a number not exceeding one hundred hundredths (100/100) of the share capital.

§ 6 Shareholders' rights in the event of an increase in share capital, etc.

If the company decides to issue new shares of series A and series B through a cash issue or offset issue, owners of shares of series A and series B shall have preferential rights to subscribe for new shares of the same class of shares in proportion to the number of shares previously owned by the holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares they previously own and, to the extent that this cannot be done, by drawing lots.

If the company decides to issue shares of series A or series B only through a cash issue or offset issue, all shareholders, regardless of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously own.

The above shall not constitute any restriction on the possibility of making decisions on a cash issue or offset issue with a deviation from the shareholders' preferential rights.

If the company decides to issue warrants or convertibles through a cash issue or offset issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue concerned the shares that may be newly subscribed for on the basis of the warrant rights, or preferential rights to subscribe for convertibles as if the issue concerned the shares that the convertibles may be exchanged for.

When increasing the share capital through a bonus issue, new shares shall be issued by each class of shares in proportion to the number of shares of the same class that already exist. In this case, old shares of a certain class of shares shall carry the right to new shares of the same class of shares. The above shall not constitute any restriction on the possibility of issuing shares of a new class through a bonus issue, after the necessary amendment to the articles of association.

The holder of shares of series A is entitled, within the framework of the maximum number of shares of series B that can be issued by the company, to convert one or more of these into an equal number of shares of series B. A request for conversion must be made to the company's board of directors. In doing so, the number of shares that are desired to be converted must be stated. The board of directors must report the conversion for registration without delay.

§ 7 BOARD OF DIRECTORS AND AUDITORS

The board consists of 3-8 members and a maximum of 8 deputies. 1-2 auditors with or without deputy auditors, or an authorized accounting firm, are appointed to review the company's annual report and accounts, as well as the board's and CEO's administration.

§ 8 NOTICE OF A GENERAL MEETING

Notice of the general meeting shall be given by means of an advertisement in the Swedish National Gazette and on the company's website. The fact that notice has been given shall be announced in the Swedish daily newspaper Svenska Dagbladet. In order to participate in the negotiations at the general meeting, shareholders must be included in a printout or other representation of the entire share register regarding the circumstances five weekdays before the meeting, and must register with the company no later than 12:00 on the day specified in the notice of the general meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer 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 the general meeting, but only if the shareholder has notified this in accordance with the preceding paragraph.

§ 9 GENERAL MEETING

The Annual General Meeting is held annually within 6 months of the end of the financial year.

The following matters shall be considered at the Annual General Meeting:

  1. Election of chairman at the meeting.
  2. Preparation and approval of the electoral roll.
  3. Approval of agenda
  4. Choice of one or two protocol adjusters.
  5. Examination of whether the meeting has been duly convened.
  6. Presentation of the presented annual report and audit report and, where applicable, the consolidated financial statements and group audit report.
  7. Resolution a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet,
    b) on the disposition of the company's profit or loss according to the adopted balance sheet, and
    c) on the discharge of the board members and the CEO from liability.
  8. Determination of board and auditor fees.
  9. Determination of the number of board members and deputies and, where applicable, the number of auditors.
  10. Election of the board of directors and, where applicable, auditors and any deputy auditors.
  11. Other matters that come before the meeting according to the Companies Act or the articles of association.

§ 10 FINANCIAL YEAR

The fiscal year is January 1 - December 31.

§ 11 RESERVATIONS ON VOTING

The company's shares must be registered in a securities register in accordance with the Act (1998:1749) on the Accounting of Financial Instruments.