Articles of Association

ARTICLES OF ASSOCIATION OF AXIS AKTIEBOLAG (publ) (Org. No. 556241-1065)

§ 1

The Company’s name is AXIS AKTIEBOLAG. The Company is a public company (publ).
§ 2

The registered office of the Board of Directors shall be in Lund, County of Skåne.

§ 3

The objects of the Company shall be to directly or indirectly, through whole- or part-owned Companies, develop, manufacture and sell products based on microprocessors, own and administrate real estate and also conduct other activities that are consistent with the objects of the Company.

§ 4

The minimum share capital shall be Five Hundred Thousand (500,000) Swedish Kronor and the maximum share capital shall be Two Million (2,000,000) Swedish Kronor.

§ 5 

The number of shares shall be Fifty Million (50.000.000) at the lowest and Two Hundred Million (200.000.000) at the highest.

§ 6

The Board of Directors shall consist of not less than three and not more than seven Directors with not more than three Deputy Directors. The Directors and Deputy Directors are elected annually at the Annual General Meeting of Shareholders.

§ 7

The Company shall have one Auditor without Deputy Auditors. An authorised puclic accountant or a registered firm of accountants shall be elected as Auditor.

§ 8

A notice convening a General Meeting shall be issued through announcement in the Swedish Official Gazette and on the Company’s website. It shall be announced in Dagens Industri or, if the publication of Dagens Industri should cease, in Dagens Nyheter that a notice to a general meeting has been issued.

§ 9

In order to participate in the negotiations at a General Meeting of Shareholders, the Shareholder shall be registered as Shareholder in a print-out or other presentation of the Shareholders’ register regarding the situation five workdays before the Meeting, as well as notify the Company on the day stated in the notice convening the Meeting, at which time the number of advisers shall be stated. The last mentioned day may not be a Sunday, other Public Holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth workday before the Meeting.

A Shareholder may bring one or two assistants to the Meeting, if the Shareholder has given notice of this according to the previous paragrah.

§ 10

The Annual General Meeting of Shareholders shall deal with the following matters:

1. election of Chairman of the Meeting,
2. drawing up and approval of the voting list,
3. approval of the agenda,
4. election of one or two persons to approve the minutes,
5. resolution on whether the Meeting has been duly convened,
6. presentation of the annual report and the Auditors’ report and the consolidated accounts and the Auditors’ report on the consolidated accounts,
7. resolutions with respect to
a) adoption of the income statement and the balance sheet and of the consolidated income statement and the consolidated balance sheet,
b) appropriation of the profit or loss according to the adopted balance sheet, and
c) discharge of liability vis-à-vis the company for members of the Board of Directors and the President for their administration.
8. Determination of the number of Directors and Deputy Directors,
9. Determination of fees to the Board of Directors and the Auditor,
10. Election of Directors and, if applicable, Auditor and Deputy Auditor,
11. Any other matter to be addresed by the Meeting in accordance with the Companies Act or the Articles of Association.

§ 11

The fiscal year of the Company is calender year.

§ 12

The Company’s shares shall be registered in a Central Securities Depository register according to the Financial Instruments Accounts Act (1998:1479).

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These Articles of Association were approved at the Annual General Meeting of Shareholders held on June 15, 2015.