Articles of association

Articles of association for Sleep Cycle AB (publ), registration number 556614-7368, adopted by the extraordinary shareholders’ meeting on 3 May 2021.

1 § Company name

The company’s name is Sleep Cycle AB (publ).

2 § Registered office

The company’s registered office shall be situated in Gothenburg.

3 § Object of the Company’s business

The company’s main business is to develop sleep and health-related apps for smartphones and tablets as well as websites. Manage international distribution of products and services in the software industry.

4 § Share capital and shares

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 18,000,000 and not more than 72,000,000.

5 § Financial year

The company’s financial year shall be the calendar year.

6 § Board of directors

The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members.

7 § Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

8 § Notice of shareholders’ meeting

Notice of general shareholders’ meetings shall be made through announcement in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Svenska Dagbladet that a notice of a shareholders’ general meeting has been issued.

9 § Participation in shareholders’ meetings

In order to participate at a shareholders’ meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the shareholders’ meeting. Such a day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and must not be more than the fifth weekday prior to the shareholders’ meeting.

A shareholder may be accompanied by assistants at a share- holders’ meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.

10 § Business at annual shareholders’ meetings

The following business shall be addressed at annual shareholders’ meetings:

1. election of a chairperson of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve 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 regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profit or loss in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. determination of the number of members of the board of directors, and the number of auditors and deputy auditors;
11. Determination of fees for members of the board of directors and auditors;
12. Election of the members of the board of directors, and auditors and deputy auditors;
13. Other matters which are set out in the Swedish Companies Act or the company’s articles of association.

11 § Collecting the powers of attorneys and vote by post

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551). The board of directors has the right before a shareholders’ meeting to decide that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.

12 § Place for general meetings

General meetings shall be held in Gothenburg or Stockholm.

13 § Euroclear company

The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).