ARTICLES OF ASSOCIATION
§ 1. Business name
The Company’s business name is Bayn Europe AB (publ).
§ 2. Registered office
The Company’s registered office is in Stockholm.
§ 3. Business activities
The Company will conduct development, marketing and sales of ingredient solutions and total solutions for healthy sugar reduction as well as conduct related consulting, courses and educational activities and thereto related business. The company’s offers targets among others the food and beverage and health industry and thereto related business for a healthy lifestyle.
§ 4. Share capital
The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000.
§ 5. Number of Shares
The minimum number of shares shall be 12,000,000 and the maximum 48,000,000.
§ 6. Board of Directors
The Board of Directors shall consist of not less than three and not more than seven members, with a maximum of three deputies.
§ 7. Accountant
For auditing the financial statements and accounts as well as the management by the Board of Directors and CEO, one or two accountants from authorised accounting firms shall be elected.
§ 8. Notice of General Meeting
Notice of a General Meeting of shareholders shall be given by announcement in Post och Inrikes Tidningar and by publication on the Company’s website. Notice having taken place shall be advertised in Svenska Dagbladet.
§ 9. Registering for General Meeting
To take part in the meeting shareholders shall register with the company at the latest on the date stated in the notice of the meeting, and state the number of assistants. This day cannot be a Sunday, general holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and must not take place earlier than five working days before the meeting.
§ 10. Matters at the Annual General Meeting
At the Annual General Meeting the following matters shall be dealt with:
1. Election of a person to chair the meeting
2. Preparation and approval of the electoral roll
3. Election of one or more persons to check the minutes
4. Consideration of whether the meeting has been duly convened
5. Adoption of the proposed agenda
6. Presentation of the annual accounts and audit report
7. Decisions on the following:
a) adoption of the income statement and balance sheet;
b) distribution of the Company’s profit or loss according to the approved balance sheet;
c) discharging Board members and the CEO from liability.
8. Determination of the number of board members, deputies and accountants.
9. Determination of Board and auditors’ fees
10. Election of Board members and any deputies, and auditors 2(2)
11. Other business that has come before the AGM pursuant to the Swedish Companies Act (2005:551)or the Articles of Association.
§ 11. Financial year
The Company’s financial year shall be 1 January to 31 December.
§ 12. Record date provision
The Company’s shares shall be registered in a central securities depository in accordance with the Financial Instruments (Accounts) Act (1998:1479).
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