Articles of Association

Evolution AB (publ), (556994-5792)

1 Registered name

The registered name of the company is Evolution AB (publ).

2 Registered office

The company’s registered office is in the municipality of Stockholm.

3 Operations

The company shall own and manage moveable property and provide strategic and administrative services to the companies of the group and carry out operations consistent therewith.

4 Share capital

The share capital shall be not less than EUR 450,000 and not more than EUR 1,800,000.

5 Number of shares

The number of shares shall be not less than 175,000,000 and not more than 700,000,000.

6 The Board of Directors

The company’s Board of Directors shall consist of 3–8 directors without deputy directors.

7 The auditor

The company shall have one or two auditors. The auditors shall be appointed for the time period until the end of an annual general meeting held not later than during the fourth financial year after the election.

8 Notice

Notice of a general meeting of shareholders shall be made by an announcement in the Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. The company shall advertise in Dagens Industri that notice has been made.

A shareholder that would like to participate in a general meeting shall give notice thereof to the company not later than the day set out in the notice of the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting.

Shareholders may be accompanied at a general meeting by a maximum of two assistants, but only if the shareholder notifies the company of the number of assistants in the manner stated in the preceding paragraph.

The board of directors may decide that those who are not shareholders in the company shall, if it is in accordance with the conditions specified by the board of directors, have the right to attend or otherwise follow the negotiations at a general meeting.

Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights by post in accordance with Chapter 7. Section 4a of the Swedish Companies Act (SFS 2005:551).

9 The Annual General Meeting

At the annual general meeting, the following matters shall be addressed:

  1. Election of a chairman of the 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. Determination whether the meeting has been duly convened
  6. Resolutions:  – (i) on adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet  – (ii) on the disposition of the company’s profit or loss as shown in the adopted balance sheet – (iii) on discharge of liability of members of the board and the managing director
  7. Determination of the number of members of the Board of Directors to be elected
  8. Determination of the fees to be paid to the Board of Directors and the auditors
  9. Election of the Board of Directors and, if applicable, auditor
  10. Resolution on nomination committee
  11. Other matters that may be brought before the meeting pursuant to the Swedish Companies Act.
10 Financial year

The company’s financial year shall be 1 January–31 December.

11 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 (SFS 1998:1479).

12 Collection of proxies

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

13 Accounting currency

The company’s accounting currency shall be euro. The company’s share capital shall be determined in euro.

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Adopted at the annual general meeting on 8 April 2022.

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