ARTICLES OF ASSOCIATION OF ARCOMA AKTIEBOLAG, REG. NO. 556410-8198
§ 1 Name of the company
The name of the company is Arcoma Aktiebolag. The company is a public company.
§ 2 Registered office of the company
The registered office of the company is situated in the municipality of Växjö.
§ 3 Objects of the company
The objects of the company are to, directly or indirectly, manufacture, assemble and sell medicine technical equipment and to carry out any business activities consistent therewith.
§ 4 Share capital
The share capital of the company shall amount to not less than SEK 12,000,000 and not more than SEK 48,000,000.
§ 5 Number of shares
The number of shares in the company shall be not less than 6,000,000 and not more than 24,000,000 shares.
§ 6 Board of directors and auditors
The board of directors of the company shall, with respect to board members elected by the general meeting, consist of not less than 3 and not more than 10 board members with not more than 10 deputy board members.
The company shall have one or two auditors with not more than two deputy auditors or a registered public accounting firm.
§ 7 Convening general meeting
Notice of the general meeting shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. Announcement that notice has been given shall be given in Svenska Dagbladet.
Shareholders intending to participate in the general meeting shall both be recorded in a transcript or other account of the entire share ledger pertaining to the circumstances five week days before the meeting and notify the company accordingly on the date specified in the notice. Such date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth business day before the meeting.
Any shareholder or proxy may bring no more than two advisors to the general meeting and only if the shareholder has notified the company of the number of such advisors in accordance with the provisions of the previous paragraph.
§ 8 Annual general meeting
The annual general meeting shall be held each year within six months of the expiry of the financial year.
The following matters shall be addressed at the annual general meeting:
1) Election of a chairman of the meeting.
2) Preparation and approval of the voting register.
3) Approval of the agenda.
4) Election of one or two persons to attest the minutes.
5) Determination as to whether the meeting has been duly convened.
6) Presentation of the annual report and the auditor’s report and, if applicable, the consolidated annual report and the auditor’s report on the consolidated annual report.
a) in respect of the adoption of the profit and loss statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet;
b) in respect of the allocation of the company’s profits or losses as set forth in the adopted balance sheet; and
c) in respect of discharge from liability of the board members and the managing director, when applicable.
8) Determination of fees for the board of directors and, if applicable, fees for the auditors.
9) Election of board members and, if applicable, public accounting firm or auditors and deputy auditors when applicable.
10) Any other matter which rests with the general meeting in accordance with the Swedish Companies Act or the company’s articles of association.
§ 9 Financial year
The financial year of the company shall be calendar year.
§ 10 CSD registration provision
The company’s shares shall be recorded in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).