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Articles of Association

Registration number: 559040-9388

1. Name of Company
The company’s name is Cary Group Holding AB. The company is a public company (publ).

2. Registered office
The company’s registered office shall be the municipality of Stockholm, Stockholm county.

3. Business
The company shall directly or indirectly own and vest in stocks and shares of subsidiary companies and activities compatible therewith.

4. Share capital
The company’s share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.

5. Accounting currency
The company shall have its accounting currency in SEK.

6. Number of shares
The company shall have no less than 90,000,000 shares and no more than 360,000,000 shares.

7. Board of directors and auditor
The board shall consist of three – ten board members and no more than five deputy board members.

The company shall have one or two auditors and not more than two deputy auditors or a registered public accounting firm.

8. Place for and notice convening shareholders’ meeting
General meetings shall be held Stockholm.

Notice convening a general meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be published in Dagens Industri that notice convening a general meeting has been made. Shareholders that wish to participate shall notify the company of their intention to participate by the date specified in the notice convening the meeting. The last-mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.

At a general meeting, shareholders may be accompanied by not more than two assistants, however only if the shareholder has notified the company of the number of assistants in the manner stated in the previous paragraph.

9. Collection of powers of attorney and voting by post
The board shall be authorized to allow shareholders to vote by mail prior to a general meeting. Mail voting may be made by electronic means if the board so decides.

The board has the right to collect power of attorneys pursuant to the procedure in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)).

10. Opening of the shareholders’ meeting
The chairman of the board, or a person so appointed by the board, shall open the shareholders’ meeting and preside over its proceedings until a chairman for the meeting has been appointed.

11. Annual general meeting

The annual general meeting shall be held annually within 6 months following the expiration of the financial year.

The agenda for the annual general meeting shall be as follows:

    1. appointment of a chairman of the meeting;
    2. preparation and approval of the voting list;
    3. approval of the agenda;
    4. appointment of one or two persons to verify the minutes of the meeting;
    5. determination of whether the meeting was duly convened;
    6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
    7. resolutions on:
      1. the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
      2. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
      3. discharge of the board members and, where applicable, the managing director from liability;
    8. determination of fees for members of the board of directors and auditors;
    9. appointment of board members and accounting firm or auditors and any deputy auditors; and
    10. other matters which are set out in the Swedish Companies Act or the company’s articles of association.

12. Financial year
The company’s financial year shall be 1 January to 31 December.

13. Record date provision
The shareholder or nominee who on the record date is registered in the share register and in a central securities depositary register pursuant to Chapter 4 of the Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 paragraph 6-8 of the mentioned Act, shall be deemed to be authorized to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).

Adopted at general meeting 22 September 2021