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Articles of association

Articles of Association for Humana AB, organization number 556760-8475. Adopted on May 11, 2021.

§ 1 Company name

The company's name is Humana AB. The company is a public limited company (publ).

§ 2. Registered office

The Board of Directors shall have its registered office in Stockholm Municipality, Stockholm County.

§ 3. Activities

The company's business shall be to provide, directly or indirectly through subsidiaries, quality health and social care services, associated training activities and conduct activities compatible therewith.

§ 4. Share capital

The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.

§ 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 not less than 3 and not more than 10 members.

§ 7. Auditors

The company shall have a maximum of two auditors and a maximum of two deputy auditors or a registered auditing firm.

§ 8. Notice of general meetings

Notice of a general meeting shall be published in Post- och Inrikes Tidningar and on the company's website. That notice has been given shall be announced in Dagens Industri.

§ 9. Advance notice

A shareholder wishing to attend a general meeting must notify the company no later than the date stated in the notice of the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the general meeting.

Shareholders may bring one or two assistants to the General Meeting, but only if the shareholder notifies the company of the number of assistants in the manner specified in the previous paragraph.

§ 10. Annual General Meeting

The Annual General Meeting shall be held in Stockholm.
The following matters shall be dealt with at the Annual General Meeting:

  1. Election of the Chairman of the General Meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Examination of whether the General Meeting has been duly convened.
  6. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements.
  7. Resolutions on:
    a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
    b. allocation of the company's profit or loss according to the adopted balance sheet; and
    c. discharge from liability to the company of the members of the Board of Directors and the Managing Director.
  8. Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors.
  9. Determination of Directors' fees and auditors' fees.
  10. Election of directors and auditors.
  11. Other business that falls to the meeting in accordance with the Companies Act or the Articles of Association.

§ 11. Financial year

The company's financial year shall be the calendar year (January 1 - December 31).

§ 12. Reconciliation clause

The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 13. Collection of proxies and postal voting

The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7. 4, second paragraph of the Companies Act (2005:551).

Prior to a general meeting, the Board of Directors may decide that shareholders shall be able to exercise their voting rights by post before the general meeting.