1. Company

The company, which is public, shall have the company name PolarCool AB (publ)

2. Registered office

The registered office of the board of directors shall be in the municipality of Lund, the county of Skåne

3. Activities

The company is committed to developing and marketing medical cooling systems within hypothermia.

4. Share capital

The share capital shall amount to at least SEK 1 500 000 and no more than SEK 6 000,000.

5. Number of shares

The number of shares shall be at least 8 000 000 and not more than 32 000 000.

6. Board of Directors

The Board shall consist of at least three (3) and no more than seven (7) members with no more than two (2) deputies.

7. Auditors

For review of the company’s annual report and the administration of the Board of Directors and the Chief Executive Officer, one or two auditors (or registered auditing companies) with or without deputy auditors shall be appointed.

8. Notice of Annual General Meeting

Notice of Annual General Meeting shall always be made by advertising in the Swedish National Post Office and on the company’s website. That notice has been convened shall be announced in Svenska Dagbladet. If the publication of Svenska Dagbladet would end, advertisements should instead be made by Dagens Industri

9a. Registration of the meeting

The right to attend the meeting has such shareholders who have been admitted to the share register in the manner prescribed in Chapter 7, section 28, paragraph 3, of the Companies Act, and who have registered with the company by the date stated in the notice convening the meeting. This day may not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than fifth weekday before the meeting. If the shareholder intends to assist the assistant, the number of assistants shall be stated in the notification.

9b. Authorizations

The Board of Directors may collect proxies to the Annual General Meeting in accordance with the procedure laid down in Chapter 7, Section 4, Paragraph 2 of the Companies Act.

9c. Postal vote

Prior to the Annual General Meeting, the Board may decide that shareholders may exercise their voting rights by post.

10. General Meeting

The annual general meeting is held each year within six (6) months of the end of the financial year.

 

The following matters shall be addressed at the annual general meeting:

 

  1. Election of a chairman of the meeting.

  2. Preparation and approval of the voting register.

  3. Approval of the agenda.

  4. Election of one or two persons to attest the minutes.

  5. Determination of whether the meeting was duly convened.

  6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group.

  7. Resolutions regarding
    (a) adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
    (b) allocation of the company’s profit or loss according to the adopted balance sheet;
    (c)  discharge from liability for board members and the chief executive officer;

  8. Determination of number of board members, auditors and, if applicable, deputy auditors.

  9. Determination of fees for the board of directors and the auditors.

  10. Election of the board of directors and accounting firm or auditors.

  11. Any other business incumbent on the meeting according to the Companies Act or the articles of association.

11. Financial year

The company’s financial year shall comprise the period commencing 1/1–31/12.

12. Record date provision

Shareholders or trustees which on the record date are entered in the shareholders' register and noted in a Record day Register, according to chapter 4 of the Swedish Central Securities Depositories and Financial Instrument Accounts Act (1998:1479) or noted on a Record day Account according to chapter 4 § 18 first paragraph 6-8 in the aforementioned law, shall be presumed to be authorised to exercise the rights in chapter 4 § 39 of the Swedish Companies Act (2005:551).

ARTICLES OF ASSOCIATION

CORPORATE

GOVERNANCE