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
Share capital shall constitute no less than SEK 10,000,000 and no more than SEK 40,000,000.
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 may issue no less than 2,000,000 shares and no more than 8,000,000 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 | Notification of shareholders’ and representatives’ participation at the Shareholder’s Annual General Meeting
Shareholders wishing to participate in the AGM must register with the Company by no later than 12:00 pm on the day specified in the notice. This day may not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth weekday prior to the meeting. Shareholder representatives may only accompany shareholders if the shareholder in the company reports the number of representatives in the manner specified above for reporting shareholder presence.
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:
- Election of a chairperson for the meeting
- Preparation and approval of the voting register
- Approval of the Board’s agenda proposal
- Election of one or two people to draft the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group
- 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
- Determination of remuneration to the Board and the auditors
- Resolution regarding the number of Board members and, where applicable, the number of deputy board members
- Where applicable, determination of the number of auditors and deputy auditors
- The chairman provides information about what assignments board members have in other companies as per the Board of Directors Agreement.
- Election of members of the Board and any deputy board members and, where applicable, auditors and any deputy auditors.
- 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 April 28, 2016.