Articles of Incorporation for Dignitana AB
Corporate identification number: 556730-5346
Adopted at the Annual General Meeting of May 21, 2013
1. Company Name
The name of the company is Dignitana AB. The company is a publicly-traded company (publ).
2. Registered Office
The registered office of the company is Lund Municipality in Sweden.
3. Objects of the Company
The company shall develop, manufacture and market medical equipment, with a particular focus on alleviating side effects from medication, and shall conduct other related business.
4. Capital Stock
The capital stock shall be no less than SEK 3,600,000 and no more than SEK 14,400,000.
5. Number of Shares
The number of shares shall be no fewer than 3,600,000 and no more than 14,400,000.
6. Board of Directors
The Board of Directors shall consist of no fewer than 3 and no more than 7 members, with no more than 3 deputy members.
One or two auditors with or without deputy auditors or a registered accounting firm shall be appointed for the review of the company’s annual report as well as the management work of the Board of Directors and CEO.
8. Notice of the Annual General Meeting
Notice of the Annual General Meeting shall be given through advertisement in Sweden’s official announcement organ (Post- och Inrikes Tidningar) and the daily newspaper Svenska Dagbladet. If publication of Svenska Dagbladet were to cease, then notice shall instead be given through advertisement in Post- och Inrikes Tidningar and the daily newspaper Dagens Nyheter.
Notice of the Annual General Meeting and notice of any Extraordinary General Meeting regarding amendment of the Articles of Incorporation shall be given no earlier than six and no later than four weeks prior to the meeting. Notice of any other Extraordinary General Meeting shall be given no earlier than six weeks and no later than two weeks prior to the meeting.
9. Registration for the General Meeting
The right to participate in the General Meeting is held by shareholders who are entered in the share register in the manner prescribed in Chapter 7, Article 28, Paragraph 3 of the Swedish Companies Act and who have registered attendance with the company no later than 12:00 pm of the date specified in the meeting notice. This date may not be a Sunday, a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve. Furthermore, it may not fall earlier than the fifth weekday before the General Meeting.
10. Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months after the end of the fiscal year. The Annual General Meeting shall be held in Lund, Stockholm, Gothenburg or Malmö, Sweden.
The agenda of the Annual General Meeting shall include the following:
- Election of the Chairman of the Meeting.
- Preparation and approval of the voting list.
- Adoption of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the Meeting was duly convened.
- Presentation of the annual report and audit report and, where applicable, the consolidated financial statements and the consolidated audit report.
- regarding adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
- regarding the allocation of the company’s profit or loss in accordance with the adopted balance sheet;
- regarding the discharge from liability of the Board members and CEO.
- Determination of remuneration to the Board and auditors.
- Election of the Board of Directors and any deputy members and, where applicable, auditors or accounting firm and any deputy auditors.
- Other matters that are the responsibility of the General Meeting in accordance with the Swedish Companies Act or the Articles of Incorporation.
At the Annual General Meeting, each shareholder is entitled to vote for the full number of owned and represented shares, without restrictions on voting rights.
11. Fiscal Year
The company’s fiscal year shall be the calendar year.
12. CSD Clause
The shareholder or portfolio manager who as of the record date is entered in the share register and listed in a CSD (Central Securities Depository) register pursuant to Chapter 4 of the Swedish Financial Instruments (Accounts) Act (1998:1479) or who is listed on a CSD account pursuant to Chapter 4, Article 18, Paragraph 1, 6–8 of said Act shall be assumed to be authorized to exercise the rights set out in Chapter 4, Article 39 of the Swedish Companies Act (2005:551).