Articles of association

§ 1 Company name

The company’s name is Northern Capsek Ventures AB. The company is public (publ).

§ 2 Board’s Seat

The board is based in Gothenburg.

§ 3 Business Activity

The company’s business purpose shall be to provide venture capital to small and medium-sized enterprises with its own funds and engage in related activities. The business shall not, however, be such that it requires a license under the Securities Market Act (2007:528). Additionally, the company shall conduct consulting and advisory services in business management, corporate governance, valuation, and financing, as well as engage in related activities.

§ 4 Share Capital
The share capital shall be no less than SEK 4,650,000 and no more than SEK 18,600,000.

§ 5 Number of Shares

The number of shares shall be no less than 46,500,000 and no more than 186,000,000.

§ 6 Classes of Shares and Voting Rights

Shares may be issued in two (2) different classes and are divided into common shares and preference shares. Shares of each class may be issued up to an amount corresponding to the entire share capital.

Common shares carry one (1) vote each and preference shares carry one-tenth (1/10) of a vote each.

§ 7 Dividend and Liquidation Preference

In this § 7, the defined terms below have the following meanings:
“Investment Amount” means, in relation to preference shares, the sum of the amounts contributed to the company in the form of subscription proceeds for new preference shares divided by the total number of preference shares;
“Preference Return” means, in relation to preference shares, an amount to be paid to holders of preference shares corresponding to an annual interest of 7% (calculated on the actual number of days during the period based on all months having 30 days / a year with 360 days) on the Investment Amount, from the date of registration of the first preference shares with the Swedish Companies Registration Office (such interest shall not be capitalized) up to the day that falls 8 years after the date of registration of the first preference shares with the Swedish Companies Registration Office (i.e., resulting in the interest period being 8 full years);
“Dividend” means all payments on shares to dividend-entitled holders, whether through profit distribution, redemption, or in connection with liquidation, dissolution, or other winding-up of the company, but not profit distribution paid in kind (so-called non-cash dividends).
All Dividends shall be made in the following order of priority:
(a) Firstly, owners of preference shares, with preference over owners of common shares, shall receive 100% of all Dividends until each preference share has received Dividends corresponding to the Preference Return; and
(b) Secondly, owners of common shares and preference shares shall have the right to receive any remaining Dividend proportionate to their respective holdings in the company.
If only common shares or shares of one type are outstanding, 100% of all Dividends shall be allocated to common shares or such share class.

§ 8 Pre-emptive Rights in Capital Increases

In the event of a new issue of shares, regardless of share class, that is not paid for with non-cash consideration, owners of common shares and preference shares shall have pre-emptive rights to subscribe for new shares in proportion to their share of the company’s share capital (i.e., equal pre-emptive rights).
In the event of an issue of warrants or convertibles that is not paid for with non-cash consideration, owners of common shares and preference shares shall have pre-emptive rights in the same manner as above.
The above shall not limit the ability to decide on an issue deviating from shareholders’ pre-emptive rights.
In the event of a capital increase through a bonus issue where new shares are issued, new shares shall be issued of each share class in proportion to the number of shares of the same share class already existing. Existing shares of a certain share class shall thus entitle to new shares of the same share class in proportion to their share in the share capital. The above shall not limit the ability to, through a bonus issue, issue new shares of a new class after the necessary amendment to the articles of association.

§ 9 Redemption of Preference Shares at the Initiative of the Shareholder

Reduction of the share capital, but not below the minimum capital, can be initiated by a shareholder through the redemption of preference shares as set forth below.
Preference Return in this § 9 shall have the same meaning as specified in § 7 above.
A redemption request from a shareholder can only be made annually from 2025 during a period of 14 calendar days immediately following the fifth trading day after the end of the current Measurement Period (as defined in the seventh paragraph below in this § 9) each year (“Redemption Period”). The request from a shareholder must be made in writing to the company’s board and the board shall process such request promptly after the end of each Redemption Period.
The redemption amount shall be distributed evenly among the preference shares to be redeemed and shall consist of an amount corresponding to a claim against the company amounting to the accrued and unpaid Preference Return plus the Investment Amount (where accrued Preference Return and then the Investment Amount shall be reduced primarily as a result of Dividends (as defined in § 7 above) decided before the end of the current Redemption Period) at the end of the current Redemption Period and a warrant to be issued to, subscribed by, and allotted to the company according to Chapter 14 of the Companies Act before the time of payment of the redemption amount entitling to subscription of common shares in the company under essentially the terms specified in the seventh paragraph below in this § 9. The claim that forms part of the redemption amount (i.e., the redemption amount excluding the warrant forming part of the redemption amount) shall only be used to offset the payment for a new common share in the company subscribed through the exercise of the aforementioned warrant. If all or part of the claim cannot be used to offset the payment for a newly subscribed common share, an amount corresponding to such part of the claim that cannot be offset shall be paid in cash by the company in connection with the redemption (if applicable, to be rounded down to the nearest whole number of kronor to be paid to each preference shareholder whose preference shares are subject to redemption). The company’s board shall have the right to await registration of the redemption of preference shares until the preference shareholders have made full payment for the new common shares as described above.
If the company cannot issue a warrant as part of the redemption amount as described above, the warrant shall be excluded and the redemption amount shall instead be adjusted upwards by an amount corresponding to the difference between the volume-weighted average price of the company’s common share and the subscription price per new common share at the relevant time to be determined in accordance with the provisions in the seventh paragraph below in this § 9 (if applicable, to be rounded down to the nearest whole number of kronor to be paid to each preference shareholder whose preference shares are subject to redemption).
In the event that the company cannot redeem all preference shares that have been requested for redemption by shareholders, the redemption shall be proportional to the number of preference shares that each shareholder has requested for redemption and, if that is not possible, by lot. The company’s board shall notify the final outcome in writing to each preference shareholder who has requested redemption of preference shares and whose postal or email address is known to the company.
The warrant shall not be transferable and can only be exercised by the redemption-eligible party. Each warrant that forms part of the redemption amount shall entitle the holder to subscribe for one new common share (as adjusted for any split, reverse split, bonus issue, or the like) in the company at a subscription price per share corresponding to a certain percentage of the volume-weighted average price of the company’s common share on the applicable organized trading venue for the company’s common shares during a period of 10 trading days immediately following the announcement of the company’s year-end report for the most recent completed financial year (where the day of the announcement is not included in said ten-day period) (the aforementioned ten-day period is referred to in these articles of association as the “Measurement Period”). The percentage shall be 80 for redemption of preference shares called for until and including 2025, 75 percent during 2026, 70 percent during 2027, 65 percent during 2028, 60 percent during 2029, and 55 percent during 2030 and beyond. If no trading price is noted for a certain trading day within the above-specified Measurement Period, such day shall not be considered, and the Measurement Period shall instead be extended forward by the number of trading days immediately following that are required for the period to encompass a total of 10 trading days with a noted trading price. The calculated subscription price shall be rounded to two decimal places, where SEK 0.005 shall be rounded up. The subscription price shall, however, never be below the nominal value of the shares. If the nominal value at the relevant time is higher than the subscription price per common share resulting from the above formula, causing the warrant to be unusable for the subscription of common shares at the intended subscription price, the claim forming part of the redemption amount shall increase by an amount corresponding to the difference between the nominal value and the subscription price.
When the reduction decision is made, an amount corresponding to the redemption amount shall be allocated to the reserve fund if the necessary funds are available and it would constitute a prerequisite for reducing the share capital without requiring special permission.

§ 10 Redemption of Preference Shares at the Initiative of the Company

Reduction of the share capital, but not below the minimum capital, can be decided by the company’s board or general meeting, through the redemption of preference shares as set forth below.
Preference Return in this § 10 shall have the same meaning as specified in § 7 above.
If a redemption decision is made after the end of the eight-year period during which the Preference Return accrues on the preference shares according to § 7 above, the redemption amount shall be distributed evenly among the preference shares to be redeemed and shall consist of a cash amount corresponding to the accrued and unpaid Preference Return plus the Investment Amount (where accrued Preference Return and then the Investment Amount shall be reduced primarily as a result of Dividends (as defined in § 7 above) decided before the end of the current Redemption Period) per the date of the redemption decision and a warrant to be issued to, subscribed by, and allotted to the company according to Chapter 14 of the Companies Act before the time of payment of the redemption amount entitling to new subscription of common shares in the company under essentially the terms specified in the seventh paragraph in § 9 above (including a corresponding cash increase in the redemption amount in the event that the nominal value of the share at the relevant time is higher than the subscription price per new common share resulting from the formula specified in the seventh paragraph in § 9 above). If a redemption decision is made before the end of the eight-year period during which the Preference Return accrues on the preference share according to § 7 above, the redemption amount shall be adjusted upwards so that the Preference Return corresponds to the amount that would have been received if the Preference Return had accrued on the Investment Amount for the entire eight-year period according to § 7 above.
The warrants shall revert to the company (free of charge) if they are not used for the subscription of new common shares within a period of 12 months from the date of the executed transfer of warrants from the company to the preference shareholder.
If the company cannot issue a warrant as part of the redemption amount as described above, the warrant shall be excluded and the redemption amount shall instead be adjusted upwards by an amount corresponding to the difference between the volume-weighted average price of the company’s common share and the subscription price per new common share at the relevant time to be determined in accordance with the provisions in the seventh paragraph in § 9 above (if applicable, to be rounded down to the nearest whole number of kronor to be paid to each preference shareholder whose preference shares are subject to redemption).
If the redemption does not pertain to all preference shares, the redemption shall be proportional to each shareholder’s holding of preference shares. If, after such proportional allocation, certain or all shareholders are found to have a number of shares that are not whole numbers, the redemption for such shareholder(s) shall be rounded down to the nearest whole number. Thus, the number of preference shares intended for redemption may be adjusted downward due to such rounding.
When the reduction decision is made, an amount corresponding to the redemption amount shall be allocated to the reserve fund if the necessary funds are available and it would constitute a prerequisite for reducing the share capital without requiring special permission.

§ 11 Board

The board shall consist of a minimum of three and a maximum of eight members with a minimum of zero and a maximum of three deputies.

§ 12 Auditors

For the audit of the company’s annual report and the board’s and CEO’s management, one or two auditors with or without deputies or a registered audit firm shall be appointed.

§ 13 Notice of General Meeting

Notice of the general meeting shall always be given through announcement in the Swedish Official Gazette and on the company’s website. An announcement that the notice has been issued shall be published in Dagens Industri. If the publication of Dagens Industri ceases, the announcement shall instead be made through Svenska Dagbladet.

The general meeting may, in addition to the locality where the board is based, be held in Piteå municipality or digitally in accordance with Chapter 7, § 15 of the Companies Act.

§ 14 Notification to Attend General Meeting

Shareholders who wish to attend the meeting must notify the company for themselves and a maximum of two assistants no later than the date specified in the notice of the meeting. This date must not be a Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and must not fall earlier than the fifth weekday before the general meeting.

§ 15 Annual General Meeting

The annual general meeting shall be held annually within six (6) months after the end of the financial year. The following matters shall be addressed at the annual general meeting;

1. Election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two adjusters
5. Determination of whether the meeting has been duly convened
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and consolidated auditor’s report
7. Resolutions
   a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
   b) on the disposition of the company’s results according to the adopted balance sheet
   c) on discharge from liability for the board members and the CEO
8. Determination of the number of board members, deputy board members, and the number of auditors and deputy auditors
9. Determination of fees for the board and the auditors
10. Election of board members and any deputy board members as well as auditors and/or audit firms and any deputy auditors
11. Other matters that are to be addressed at the general meeting according to the Companies Act or the articles of association

§ 16 Financial Year

The company’s financial year shall cover the period 1/1 – 31/12.

§ 17 Record Day Provision

The shareholder or nominee who on the record day is entered in the share register and recorded in a reconciliation register according to Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or the one who is recorded on a reconciliation account according to Chapter 4, § 18, first paragraph 6-8 of the said Act, shall be considered authorized to exercise the rights specified in Chapter 4, § 39 of the Companies Act (2005:551).

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