Articles of Association, adopted at the Annual General Meeting 26 April 2017.
The Company’s business name is Elos Medtech AB. The Company is a public limited liability company (publ).
The registered office of the Board of Directors shall be in the Municipality of Lidköping, Västra Götaland County, Sweden.
The Company shall – directly or through subsidiaries – conduct operations primarily in the business areas of medical technology, precision engineering, industrial electronics (assembly of electronic components and systems), injection moulding of thermo plastics, asset management and managing chattels and real property, and conduct other related operations.
The share capital shall amount to not less than SEK 20,000,000 and not more than SEK 80,000,000.
The share shall be issued in two series, Series A, which can be issued at a number of not more than 9,200,000, and Series B, which Series B, which can be issued at a number of not more than 10,800,000.
Each Series A share entitles the holder to one vote and each Series B share to one-tenth of a vote. All shares shall carry the same entitlement to a share in the Company’s assets and profit.
It shall be possible to convert Series A shares to Series B shares, by the shareholder submitting a conversion request to the Company’s Board of Directors. The request shall state the number of shares that the holder wishes to convert and –unless the conversion pertains to the holder’s entire holdings of Series A shares – the shares that are to be converted. The Board of the Company shall be obliged to immediately address the issue of converting Series A shares into Series B shares, when this is request by a shareholder. Conversions shall be reported for registration without delay.
If the Company decides to issue new Series A and Series B shares through a cash issue or an offset issue, holders of Series A and Series B shares shall have preferential rights to subscribe for new shares of the same type in relation to the number of shares already held (primary preferential right). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered on this basis is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in relation to the number of shares already held and, insofar as this is not possible, by lottery.
If the Company decides to issue by cash or offset issue shares only of series A or series B, all shareholders, irrespective of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares owned prior to the issue.
If the Company decides to issue warrants or convertible debentures through a cash issue or an offset issue, the shareholders shall have preferential rights to subscribe for warrants as if the new issue applied to the shares that may be issued on the basis of the warrants or with respect to convertibles as if the issue pertained to the shares for which the convertibles will be exchanged.
The above stipulations shall not constitute any infringement on the possibility to make a decision regarding a cash issue or an offset issue whereby the shareholders’ preferential rights are disapplied.
In the event of an increase in share capital through a bonus issue, new shares of each series shall be issued in relation to the number of shares of the same series already held. In such cases, existing shares of a specific series carry entitlement to new shares of the same series. The aforementioned stipulation shall not constitute any infringement on the possibility, following the requisite amendment in the Articles of Association, to issues shares of a new series through a bonus issue.
The number of shares in the Company shall not be fewer than 3,200,000 and not be more than 12,800,000.
The Company’s financial year shall be the calendar year.
At the General Meeting of shareholders, each voter is entitled to vote for the full number of shares owned and represented by the shareholder.
The Board of Directors comprises three to ten directors.
One to two auditors with or without deputies or a registered public accounting firm shall be appointed at the Annual General Meeting.
The Board of Directors may appoint one or more specific auditors for examinations in accordance with Chapter 13, Section 8; Chapter 14, Section 10; Chapter 15, Section 10; Chapter 20, Section 14; Chapter 23, Section 11, and Chapter 24, Section 13 of the Swedish Companies Act (2005:551). Such a specific auditor is to be an authorised public accountant or a registered public accounting firm.
The Meeting shall be opened and directed by the Chairman of the Board, or the officer appointed specifically for this matter by the Board of Directors, until a Chairman of the Meeting has been elected.
General meetings of shareholders shall be held in Lidköping, Skara, Skövde, Gothenburg or Stockholm.
The following items of business shall be addressed at the Annual General Meeting:
- election of Chairman of the Meeting.
- preparation and approval of the voting list.
- approval of the agenda.
- election of at least one minutes-checker.
- determination of whether the Meeting has been duly convened.
- presentation of the annual report and the auditors’ report and of the consolidated financial accounts and the auditor’s report on the consolidated financial accounts.
- resolutions concerning:
- adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
- appropriation of the Company’s profit or loss in accordance with the adopted balance sheet.
- discharge of the Board directors and the President from personal liability.
- determination of the number of Board directors and auditors.
- determination of fees to be paid to the Board and the auditors.
- election of the directors of the Board and accounting firm or auditors.
- other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
Notice of a General Meeting of shareholders shall be made in the form of an announcement in Post och Inrikes Tidningar and on the Company’s website. The announcement of the Notice of the AGM shall be advertised in Dagens Industri.
Notice of the Annual General Meeting and Extraordinary General Meetings, at which matters regarding amendments to the Articles of Association are to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting. Notice of all other types of Extraordinary General Meeting shall be made not earlier than six weeks and not later than three weeks prior to the Meeting.
The Company’s shares shall be registered in a securities register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479). Shareholders or trustees who, on the record date, are entered in the shareholders’ register and noted in a control register shall be deemed to be authorised to exercise the rights detailed in Chapter 4, Section 39 of the Companies Act.
Shareholders who wish to participate in a General Meeting shall notify the Company not later than 12.00 p.m. on the date specified in the notice convening the meeting. This may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it fall less than five working days prior to the Meeting.
Shareholders are entitled to be accompanied by one or two advisors, but only if the shareholder notifies the Company of the number of advisors in the manner stated above.
Since the Company is a central securities depository (CSD) company, the right to participate at the General Meeting also falls to those registered as shareholders in the printout or other presentation of the share register pursuant to Chapter 7, Section 28, third paragraph of the Companies Act and that pertains to the status five working days prior to the Meeting.
If a Series A share has been transferred to a new owner who was not previously a Series A shareholder in the Company, the said share shall immediately be offered for post-sale purchase to the other Series A shareholders through written notice to the Company’s Board of Directors. The manner of acquisition of the share shall then be verified and, if the share was transferred by a purchase, information shall be provided on the purchase price.
When such an ownership transfer notification has been made, the Board of Directors shall, through written notice, immediately notify each shareholder with post-sale purchase rights, whose postal addresses are registered in the shareholders’ register or otherwise known to the Company, requesting those wishing to exercise their post-sale purchase rights to so inform the Company within two months, calculated from the notification to the Board of Directors concerning the transfer of the share.
Should more than one shareholder notify the Company of their desire to purchase the share, the right of post-sale purchase shall be decided by lottery, executed by a notary public; however, if several shares have been offered for right of post-sale purchase at the same time, the shares shall first be divided, to the extent possible, in relation to prior holdings, among those who wish to exercise their right of post-sale purchase.
The purchase amount shall consist of the actual price of the share, which, if no consensus is reached between the parties may be determined by arbitration in accordance with the stipulations of the Arbitration Act (1999:116). The purchase amount shall be paid within one month of the date on which the purchase amount was set.
If no shareholders exercise their right of post-sale purchase within the stipulated time period or, the purchase amount is not paid within the stipulated time, the party who offered the share for post-sale purchase shall be registered as the owner of the share.