Articles of Association

Section 1 | Company
The company’s business name is Stille AB. The company will be a public company (publ).

Section 2 | Registered Office
The Board shall have its registered office in the Municipality of Eskilstuna. The AGM shall be held in Eskilstuna or Stockholm.

Section 3 | Operations
The company shall develop and market medical devices for customers within health care and therapy sectors who have high requirements where function and performance are concerned.

Section 4 | Share capital
The share capital shall amount to a minimum of SEK 33,000,000 and a maximum of SEK 132,000,000.

Section 5 | Class of shares
Shares shall only consist of one series with equal rights in the company.

Section 6 | Number of Shares
The company shall be able to issue a minimum of 6,700,000 shares and a maximum of 26,800,000 shares.

Section 7 | Record Day Provision
Under the Financial Instruments Accounts Act (1998:1479), the company’s shares must be registered in a control register.

Section 8 | Board of Directors
The Board of Directors shall consist of at least three and no more than seven full members with no more than one deputy.

Section 9 | Auditors
One and no more than two auditors with no more than two deputies shall be appointed to audit the company’s annual report and the administration of the Managing Director. A certified accountant or a registered accounting firm may be appointed as auditor.

Section 10 | Notice of a general meeting
Notice of a general meeting should be via an advertisement in the PoIT [Post- och Inrikes Tidningar] and on the company’s website. The fact that notice has been given shall be published in Svenska Dagbladet.

Section 11 | Participation in General Meetings

Shareholders who wish to participate in a general meeting must notify the company of their intention to attend the meeting no later than the date specified in the notice convening the meeting. This 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. Assistants to shareholders may be brought to the general meeting only if the shareholder notifies the company of the number of assistants in the manner stated above for notification of the shareholder’s attendance.

The board of directors may collect proxies at the company’s expense in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act. The board of directors may, prior to a general meeting, decide that the shareholders shall be able to exercise their voting rights by post in accordance with the procedure set out in Chapter 7, Section 4 a, second paragraph, of the Swedish Companies Act. The board of directors may, in accordance with what is stated in Chapter 7, Section 15, first paragraph of the Swedish Companies Act, decide that general meetings shall be held digitally.

Section 12 | Annual General Meeting
An ordinary AGM will be held within six (6) months after the end of the financial year. The following items will be taken up at the ordinary AGM:

  1. Election of a chairperson for the meeting
  2. Preparation and approval of the voting register
  3. Approval of the Board’s agenda proposal
  4. Election of one or two people to draft the minutes
  5. Examination of whether the meeting has been duly convened
  6. Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group
  7. Decision regarding
    a) the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
    b) disposition of the company’s result in accordance with the adopted balance sheet
    c) discharge from liability for the members of the Board and the Managing Director when such exists
    d) record day in the event the meeting comes to decision regarding dividends
  8. Determination of remuneration to the Board and the auditors
  9. Resolution regarding the number of Board members and, where applicable, the number of deputy board members
  10. Where applicable, determination of the number of auditors and deputy auditors
  11. The chairman provides information about what assignments board members have in other companies as per the Board of Directors Agreement.
  12. Election of members of the Board and any deputy board members and, where applicable, auditors and any deputy auditors.
  13. Other matters addressed by the Meeting in accordance with the Companies Act or the Articles of Association. At the Annual General Meeting, each person entitled to vote may do so with the full number of shares he owns and represents, without any limitation on the number of votes.

Section 13 | Financial Year
The company’s financial year covers a calendar year.  

The Articles of Association were adopted at the Annual General Meeting on May 8, 2024.