Articles of Association

Articles of Association for BrainCool AB (publ)

Org. no. 556813-5957

Adopted at the Annual General Meeting 2017

  • 1 Company

The company, which is public, shall have the company BrainCool AB (publ).

  • 2 Seat

The Board shall have its registered office in the municipality of Lund.

  • 3 Activities

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

Section 4 Share capital

The share capital shall amount to at least SEK 1,035,000 and no more than SEK 4,100,000.

  • 5 Number of shares

The number of shares shall be at least 23,000,000 and not more than 92,000,000.

  • 6 Board of Directors

The Board shall consist of at least three and no more than seven members with no more than two deputies.

Section 7 Auditors

For review of the company’s annual report and the administration of the Board of Directors and the Managing Director, 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.

Section 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.

Section 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.