These Articles of Association were adopted at the Annual General Meeting held on May 4, 2022.
AcuCort AB, Corporate identity number 556715-5113
NB: The English text is an unofficial translation.
1. COMPANY NAME
The name of the company is AcuCort AB. The company is a public company (publ).
2. REGISTERED OFFICE
The Board of Directors of the company shall have its registered office in Lund, Skåne county.
3. OBJECTS OF THE COMPANY
The company shall, directly or indirectly, conduct research, development, education, marketing, and sales in the medical field and conduct related activities.
4. SHARE CAPITAL
The share capital shall be no less than SEK 15,000,000 and no more than SEK 60,000,000.
5. NUMBER OF SHARES
The number of shares shall be no less than 15,000,000 and no more than 60,000,000.
6. BOARD OF DIRECTORS AND AUDITORS
The Board of Directors shall consist of not less than four (4) and not more than eight (8) members. The Chairman of the Board shall be elected by the Annual General Meeting. If the Chairman leaves his or her duties during the term of office, the Board of Directors shall within itself elect a new Chairman for the period until the end of the next Annual General Meeting.
One or two auditors, with or without deputies, or a registered accounting firm shall be appointed at the Annual General Meeting.
7. NOTICE OF GENERAL MEETING
Notice convening a General Meeting shall be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. That notice has been given shall be advertised in Dagens Industri.
Shareholders wishing to participate in the proceedings at a General Meeting must notify the company of their intention to attend the meeting no later than the day specified in the notice convening the meeting. Such day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting.
Shareholders may bring one or two assistants at the General Meeting, but only if the shareholder has notified the company in accordance with the previous paragraph.
Notice of an Annual General Meeting and Extraordinary General Meeting where an amendment of the Articles of Association shall be processed shall be issued no earlier than six weeks and no later than four weeks before the meeting.
Notice of another Extraordinary General Meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.
8. ANNUAL GENERAL MEETING
The Annual General Meeting is held annually within six months of the end of the financial year.
At the Annual General Meeting the following matters shall be addressed:
- Election of the chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one (1) or two (2) persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the submitted annual report and the auditor’s report and, if applicable, the consolidated financial statements and the consolidated auditor’s report.
- Resolutions on:
- Adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet.
- Appropriation of the company’s profit or loss in accordance with the adopted balance sheet.
- Discharge from liability for the board members and the managing director.
- Determination of the number of board members and deputy board members and, if applicable, auditors and deputy auditors or registered accounting firm to be elected at the meeting.
- Determination of the fees of the Board of Directors and the auditors.
- Election of the Board of Directors and auditors with any deputies.
- Election of the Chairman of the Board
- Any other matter that shall be addressed by the meeting in accordance with the Swedish Companies Act or the Articles of Association.
At the Annual General Meeting, each person entitled to vote may vote for the full number of shares owned and represented by him, without limitation in the number of votes.
9. PROXY COLLECTION AND POSTAL VOTING
The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, 2 p. 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.
10. VENUE FOR GENERAL MEETING
A General Meeting may, in addition to Lund, be held in Helsingborg, Gothenburg or Stockholm.
11. FINANCIAL YEAR
The company’s financial year is January 1 – December 31.
12. CSD-REGISTERED COMPANY
The company’s shares shall be registered in a central securities depository register in accordance with the Act on Central Securities Depositories and accounting for financial instruments.