Articles of Association

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  1. The firm’s name is Hansa Medical AB. The firm is a public minimal firm (publ).
  2. The registered workplace will remain in Lund.
  3. The things of the company shall be, straight or through subsidiaries, to conduct research study, advancement, manufacturing, advertising as well as sales of clinical, chemical and biotech items, and give consulting tasks within the above-stated areas and also to perform other activities compatible therewith.
  4. The share resources shall be not less than SEK 20,000,000 and also not more than SEK 80,000,000.
  5. There will be no less than 20,000,000 and no more than 80,000,000 shares. 2 classes of shares may be issued, ordinary shares as well as Course C shares. The common shares will carry one vote each as well as the Course C shares shall lug one tenth of a ballot each. Shares of either class might be provided up to an amount corresponding to the whole share capital.

Class C shares do not entitle to returns. Upon the business’s liquidation, Course C shares carry comparable right to the firm’s possessions as other shares, nevertheless not to a quantity going beyond the quota value of the share.

If the firm fixes to provide brand-new regular shares and Class C shares, against repayment other than payment in kind, proprietors of common shares and also Class C shares will delight in advantageous civil liberties to subscribe for brand-new shares of the exact same course ad valorem to the variety of shares formerly held by them (primary preferential rights). Shares which are not subscribed for under the primary preferential rights shall be provided to all shareholders for membership (subsidiary advantageous civil liberties). If the variety of shares hence used are not sufficient for the registration on the basis of subsidiary special legal rights, the shares will be alloted between the customers ad valorem to the number of shares previously held and, to the extent such allocation can not be impacted, by the illustration of lots.

If the business deals with to issue brand-new shares of either entirely ordinary shares or Course C shares, against repayment apart from payment in kind, all shareholders, regardless of whether their shares are normal shares or Class C shares, shall have preferential rights to subscribe for brand-new shares ad valorem to the number of shares previously held by them.

What is set out over when it come to special civil liberties will use mutatis mutandis in the event of problems of warrants as well as exchangeable debentures, as well as will not limit the right to resolve upon a problem with variance from the investors’ special civil liberties.

In case of a perk concern, brand-new shares of each course will be issued according to the calculated share to the variety of shares of the exact same course formerly provided. In connection therewith, the owners of existing shares of a particular course will entitle the holder to new shares of the exact same class. This shall not involve any constraints on the opportunity of providing new shares of a new class using a bonus issue, following the required changes of the articles of organization.

Decrease of share funding, which all the same shall not drop below the minimum share resources, may, after resolution by the business’s board of directors, happen via redemption of all Course C shares. When a resolution on decrease has been passed, a quantity corresponding to the reduction amount shall be moved to the company’s reserve fund, if the required funds are available. The redemption amount per Class C share shall be the quota worth of such shares.

Adhering to receipt of the redemption resolution, holders of shares subject to redemption shall immediately receive repayment for the shares, or, if permission for the redemption from the Swedish Firms Registration Workplace (Sw. Bolagsverket) or a court is required, following the invoice of notification that the last as well as impacted decision has actually been signed up.

Course C shares held by the firm may, upon decision of the board of directors be reclassified right into regular shares. Instantly after that, the board of supervisors shall register the reclassification to the Swedish Business Registration Office. The reclassification is impacted when it has actually been signed up and also the reclassification been reflected in the main safety and securities depository register.

  1. The Board of Supervisors shall consist of 3 to ten members.
  2. One to 2 auditors, with or without alternates, shall be selected to examine the firm’s annual report as well as accounts as well as the monitoring by the Board of Supervisors and also CEO.

The auditors and alternate auditors will be licensed public accountants or registered public bookkeeping companies.

  1. Notification of basic conferences will be provided through a news in the Authorities Swedish Gazette (Message- och Inrikes Tidningar) and also on the business’s web site. A news shall be published in Dagens Industri that notification has been given. Investors desiring to participate at basic conferences need to be entered in the printout of the whole share register confirming the scenarios five days before the conference as well as should inform the company not later than 12 PM on the date mentioned in the notification of the conference, whereupon the variety of assistants going along with the investor to the meeting shall be stated. The latter-mentioned date might not be a Sunday, various other public vacation, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve as well as may not fall earlier than 5 weekdays before the conference.
  2. General meetings shall be kept in Lund or Stockholm in the discernment of the Board of Supervisors.
  3. The annual basic conference will be held each year within 6 months of the expiration of the financial year.

The adhering to service shall the dealt with at the yearly general conference:

  1. Political election of a chairman of the meeting
  2. Preparation and authorization of the ballot register
  3. Authorization of the agenda
  4. Election of a couple of persons to confirm the mins of the conference
  5. Decision of whether the meeting was properly convened
  6. Presentation of the annual report and also the auditor’s report and also, where suitable, the consolidated annual report and also auditor’s record for the group.
  7. Resolutions
  8. pertaining to the adoption of the earnings statement as well as balance sheet and also, where appropriate, the combined earnings statement and also annual report;
  9. relating to allotment of the firm’s profits or losses according to the adopted balance sheet;
  10. pertaining to a discharge from responsibility for the directors and CEO
  11. Determination of the directors’ charges and auditors’ charges
  12. Election of the directors, auditors and also any alternates
  13. Various other company incumbent on the meeting according to the Swedish Companies Act or the short articles of association.
  • The business’s financial year is the calendar year.
  • The business’s shares shall be registered in a CSD (Central Stocks Vault) register according to the Financial Instruments Accountancy Act (SFS 1998:1479).

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