Corporate Governance

Zordix AB (publ) corporate bodies consist of the general meeting, the board of directors, the CEO, and the auditors. At the annual general meeting, the shareholders elect a board of directors and its chairman. The board of directors appoints the CEO and deputy CEO. The annual general meeting commissions the auditors to examine the accounting records and the management of the board of directors and the CEO during the financial year.

Corporate governance refers to the regulations and structure that have been established to manage and lead the operations of a limited company in an efficient and controlled manner. Ultimately, corporate governance aims to meet the shareholders’ demands for returns and all stakeholders’ needs for information about the limited company and its development. The Company’s corporate governance is based on, among other things, the articles of association, the Swedish Companies Act, the marketplace’s regulations for issuers and internal rules and regulations. The Swedish Code of Corporate Governance (the “Code”) is not mandatory for companies listed on the marketplace and the Company does not intend to fully comply with the Code. However, the Company may choose to act in accordance with the Code in certain parts.

This section, Corporate governance, presents how Zordix works on corporate governance issues.

Articles of Association

§ 1 Company
The Company’s name is Zordix AB (publ).

§ 2 Registered office of the board of directors
The registered office of the board of directors shall be in the county of Västerbotten, the muncipality of Umeå.

§ 3 The objective of the Company’s business
The Company will develop and sell IT products in healthcare, research, computer games and media development in image, music, and film. The Company shall also conduct education/teaching and publishing activities, and other business activities compatible therewith.

§ 4 The share capital of the Company
The share capital of the Company shall be no less than SEK 1,800,000 and no more than SEK 7,200,000. Should the Company decide to issue new shares of series A and series B shares by way of a cash issue or a set-off issue, the holders of series A and series B shares shall have preferential right to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary preferential right). Shares which are not subscribed for according to the primary pre-emption rights shall be offered to all shareholders for subscription (secondary preferential right). If the shares thus offered are not sufficient for the subscription according to secondary preferential right, the shares shall be allocated between the subscribers’ pro rata to the number of shares previously held and, if this is not possible, by the drawing of lots.

Should the Company decide to issue new shares of only series A or series B by way of a cash issue or a set-off issue, all shareholders shall have the preferential right to subscribe for new shares pro rata to their previous shareholdings irrespective of whether they hold series A or series B shares.

Should the Company decide to issue warrants or convertibles by way of a cash issue or a set-off issue, all shareholders shall have preferential right to subscribe for warrants as if the issue concerned the shares that may be newly subscribed for according to the warrant and, respectively, preferential right to subscribe for convertibles as if the issue concerned the shares that the convertible bonds may be converted into.

The above shall not constitute any restriction in the possibility to resolve a cash issue or a set-off issue deviating from the shareholder’s preferential right.

If the share capital is increased by way of a bonus issue, new shares of each series shall be issued in proportion to the previous number of shares of each series. Previous shares of a given series shall thereby entitle the holder to receive new shares of the same series. This shall not constitute any restriction in the possibility to issue new shares of a new series by way of a bonus issue, following the necessary amendments to the articles of association.

§ 5 Number of shares
The number of shares shall be no less than 18,000,000 and no more than 72,000,000.

§ 6 The board of directors
The board of directors of the Company shall consist of no less than three and no more than eight members with no less than zero and no more than two deputies.

§ 7 Auditors
For the review of the Company’s annual report and accounting records, as well as the administration of the board of directors and the managing director, one or two auditors shall be appointed, with or without deputies.

§ 8 Notice of general meeting
Notice convening an annual general meeting as well as notice convening an extraordinary general meeting for which amendments of the articles of association have been proposed shall be published no earlier than six weeks and no later than four weeks before the meeting. Notice convening other general meetings shall be published no earlier than six weeks and no later than two weeks before the meeting. Notice convening a general meeting shall be issued through announcement in the Swedish Official Gazette as well as on the Company’s website. An announcement to the effect that notices convening a general meeting has been issued shall be made in Dagens Industri. General meetings are held where the Company has its registered office or in Stockholm County, Stockholm Municipality.

§ 9 Registration for a general meeting
Shareholders wishing to attend a general meeting shall notify the Company of their participation not later than the day stated in the notice convening the meeting. This day may not be a Sunday, other public holidays, Saturday, Midsummer Eve, Christmas Day, or New Year’s Eve, and may not fall earlier than the fifth weekday before the meeting.

Shareholders or representatives may bring no more than two advisors to the general meeting subject to the shareholder notifying this according to what is specified in the previous paragraph.

§ 10 Collection of powers of attorney and voting 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 Swedish Companies Act (2005:551). The board of directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting.

§ 11 Matters at a general meeting
An ordinary general meeting is held annually within six months of the end of the financial year. The following matters shall be dealt with at the ordinary general meeting:

  1. Election of chairman at the meeting.
  2. Preparation and approval of the voting list.
  3. Election of one or two persons to certify the minutes.
  4. Question as to whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and audit report and, where applicable, consolidated accounts and group audit report.
  7. Resolutions on:
    • adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet.
    • dispositions regarding the Company’s profit or loss in accordance with the adopted balance sheet.
    • discharge of liability of the board of directors and the managing director.
  8. Resolution on the fees for the board of directors and the auditors.
  9. Election of the board and, if applicable, auditors.
  10. Other matters to be dealt with at the general meeting in accordance with the Swedish Companies Act or the articles of association.

§ 12 Right to vote
The shares may be issued in two series, no more than 2,000,000 series A and no more than 70,000,000 of series B. Each share of Series A carry 10 votes and each share of Series B carry one vote.

§ 13 Financial year
The Company’s financial year shall comprise January 1 – December 31.

§ 14 Record day provision
The shareholder or nominee who on the record date is entered in the share register and noted in a central securities depository register according to Chapter 4 of the Swedish Financial Instruments Account Act (1998:1479), or any party registered in a central securities depository account according to Chapter 4, section 18, first paragraph, point 6 – 8 of that Act, shall be assumed to be authorised to exercise the rights set forth in Chapter 4, section 39 of the Swedish Companies Act (2005:551).