Article of association

N.B. The English translation is not official and in case of any discrepancies between the English translation and the Swedish text, the Swedish text will prevail.

§ 1. Name

The name of the company is Humana AB. The company is a public limited liability company (publ).

§ 2. Registered Office

The board of directors shall have its registered office in the municipality of Stockholm, the county of Stockholm.

§ 3. Object

The company’s business shall be to, directly or indirectly through subsidiaries, provide qualitative health and social care activities, associated educational activities and other activities compatible therewith.

§ 4. Share Capital

The minimum share capital of the company shall be 1,000,000 Swedish kronor and the maximum share capital shall be 4,000,000 Swedish kronor.

§ 5. Number of Shares

The number of shares shall be not less than 45,000,000 and not more than 180,000,000.

§ 6. Board of Directors 

The board of directors shall consist of no less than 3 and no more than 10 members.

§ 7. Auditors 

The company shall have no more than two auditors and no more than two deputy auditors, or one registered auditing company.

§ 8. Notice of shareholders’ meeting

A notice convening a shareholders’ meeting shall be published in the Official Swedish Gazette and on the company’s website. An announcement with information that notice of the shareholders’ meeting has been issued shall be published in Dagens Industri.

§ 9. Pre-notification

To be entitled to attend a general meeting, a shareholder shall notify the company no later than the day stated in the notice for the meeting. This day must not be a Sunday, other general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays and public holidays, before the meeting.

A shareholder may be accompanied by one or two assistants at the general meeting, but only if the shareholder has notified the company of the number of assistants in the manner prescribed in the paragraph above.

§ 10. Annual Shareholders’ Meeting 

The annual shareholders’ meeting shall be held in Stockholm.

The following matters shall be dealt with at the annual shareholders’ meeting:

1. Election of chairman of the shareholders’ meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Examination of whether the shareholders’ meeting has been duly convened.
6. Presentation of the annual report and the audit report and the consolidated annual report and the consolidated audit report.
7. Resolutions in respect of:
   a. adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;
   b. allocation of the company’s profit or loss in accordance with the adopted balance sheet; and
   c. discharge from liability of the members of the board of directors and the CEO.
8. Determination of the number of board members and the number of auditors and deputy auditors.
9. Determination of fees to the board members and auditors’ fees.
10. Election of members of the board of directors and auditors.
11. Other matters to be dealt with at the meeting pursuant to the Swedish Companies Act or the articles of association.

§ 11. Financial Year

The financial year of the company shall be the calendar year (1 January – 31 December).

§ 12. Central securities depository registration

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

§ 13. Proxy collection and postal voting

The Board of Directors may collect proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting.