Corporate governance

Alcadon Group AB is a Swedish publicly listed company governed by Swedish law. The corporate goverrnance is based on Swedish legislation, primarily the Swedish Companies Act, the agreement with the First North marketplace and other applicable rules and regulations. Alcadon Group’s share was admitted to trading on First North on September 14, 2016, and Svensk Kapitalmarknadsgranskning AB is the Certified Adviser of the company. Since Alcadon Group AB is not listed on a regulated market, the Swedish Code of Corporate Governance does not apply to the company. Nevertheless, Alcadon Group AB’s corporate governance is, to a great extent, inspired by the code.

Articles of Association

Adopted by the Extraordinary General Meeting of August 4, 2016, in ALCADON GROUP AB (PUBL), reg.no. 559009-2382

§1 The name of the company is Alcadon Group AB. The Company is public (publ).

§2 The Board of Directors is seated in the municipality of Stockholm, Stockholm county.

§3 The object of the company’s business is to hold and manage participations in subsidiaries and associated companies and to conduct other compatible operations.

§4 The share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.

§5 The number of shares shall be no less than 12,000,000 and no more than 48,000,000.

§6 The Board of Directors shall comprise 3–10 members with no more than 5 alternates. To examine the company’s Annual Report and accounts, as well as the administration of the company’s affairs by the Board of Directors and the Managing Director, at least one and not more than two auditors with no more than two deputies shall be appointed by the Annual General Meeting.

§7 The notice of an Annual General Meeting or an extraordinary general meeting where changes to the Articles of Association may be resolved shall be issued no more than six weeks and at least four weeks in advance. The notice of an extraordinary general meeting where no such changes may be resolved shall be issued no more than six weeks and at least two weeks in advance.

§8 Shareholders who wish to take part in the proceedings of a general meeting must be registered in the company’s share register five working days prior to the general meeting, in such manner as prescribed in chapter 7, section 28, item 3, of the Swedish Companies Act (2005:551), and give notice to the company of their intention to attend the general meeting no later than the date stated in the notice of the meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday before the general meeting.

§9 The Chairman of the Board or the person appointed by the Board of Directors to do so shall open the general meeting and chair it until a Chairman of the general meeting has been elected.

§10 The Annual General Meeting shall be held annually and within 6 months after the end of the financial year. The Annual General Meeting shall resolve the following matters:

  1. Election of the Chairman of the general meeting,
  2. Establishment and approval of the list of voters,
  3. Approval of the agenda,
  4. Appointment of one or two persons to countersign the minutes,
  5. Determination of whether the general meeting was duly convened,
  6. Presentation of the financial statements, and, if applicable, audit reports, consolidated financial statements and audit reports for the group,
  7. Resolutions
    1. on adoption of the income statement and balance sheet, and when applicable, of the consolidated income statement and consolidated balance sheet,
    2. on allocations of profits or losses in accordance with the adopted balance sheet, and
    3. on discharge of the members of the Board of Directors and the CEO from liability, where such exists,
  8. determination of fees for members of the board of  directors and, when applicable, the auditors,
  9. election of the Board of Directors, and , when applicable, auditing firm or auditors and deputy auditors,
  10. any other matters to be considered by the general meeting according to the Swedish Companies Act or the Articles of Association.

§14 The company’s financial year shall be 0101–1231.

§15 The shareholder or trustee that on the record date is registered in the share register and recorded in a record register pursuant to Chapter 4 of the Swedish Financial Instruments Accounts Act (1998:1479), or the person who is registered in a record pursuant to chapter 4, section 18, item 6–8 of said act, shall be deemed entitled to exercise the rights indicated in chapter 4, section 39 of the Swedish Companies Act (2005:551).

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The Articles of Association were adopted by the general meeting on August 4, 2016.