Articles Of Association

For Vigmed Holding AB (publ) Corp. 556918-4632

§ 1 COMPANY
The company name is Vigmed Holding AB. The company is a public company (publ).

§ 2 SEAT
The Board should have its seat in the municipality of Helsingborg.

§ 3 OPERATION
The Company should, directly or through subsidiaries, engage in the development and innovation on medical technology and the manufacture and sale of such and related operations.

§ 4 CAPITAL STOCK
The capital stock should be not less than SEK 600,000 and not more than SEK 2,400,000.

§ 5 NUMBER OF SHARES
The number of shares should be not less than 30,000,000 and not more than 120,000,000.

§ 6 BOARD OF DIRECTORS
The Board of Directors should consist of not less than three and not more than eight members without deputies.

§ 7 AUDITORS
The Company should have one or two auditors, with or without deputy auditors or a registered accounting firm.

§ 8 SUMMONS
Notice of a General Meeting should be published in the Swedish paper Post- och Inrikes Tidningar and on the company's website, and an announcement with information that the notice has been made in Swedish newspaper Svenska Dagbladet. Notice of the Annual General Meeting and an Extraordinary General Meeting at which an amendment of the Articles of Association will be discussed should be issued no earlier than six weeks and no later than four weeks before the Meeting. Notice of other Extraordinary General Meetings should be issued no earlier than six weeks and no later than two weeks before the meeting.

In order to participate in the General Meeting, shareholders must be registered in the share register as of five days before the meeting, and notify the Company of their wish to participate in the meeting and the number of assistants who will join, at the latest on the date specified in the notice. This may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not fall earlier than five days before the meeting.

Shareholders may be accompanied by one or two assistants, but only if the shareholder has given notice under the preceding paragraph.


§ 9 AGENDA OF THE ANNUAL GENERAL MEETING
The Annual General Meeting should be held within six months of the fiscal year.

At the Annual General Meeting the following matters should be dealt with:

  • Election of Chairman of the Meeting.
  • Preparation and approval of voting list.
  • Election of one or two attestors.
  • Determination of whether the Meeting has been duly convened.
  • Approval of the agenda.
  • Presentation of the annual report and the auditor's report and, where appropriate, consolidated accounts and consolidated audit report.

 Resolutions:

  • Determination of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet, appropriation of the profit or loss according to the adopted balance sheet, and discharge of the Board and Chief Executive Officer.
  • Determination of the remuneration to the Board and the auditors.
  • Election of Directors and, if appropriate, auditors.
  • Other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.


§ 10 THE FISCAL YEAR
The Company's fiscal year should be January 1 to December 31 (calendar year).

§ 11 RECONCILIATION OF RESERVATION
The Company's shares should be registered in a register under the Act (1998:1479) on financial instruments.

Approved at the Extraordinary General Meeting held on February 1, 2013.

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VIGMED AB,
Garnisonsgatan 10
SE-254 66 Helsingborg,
Sweden
+46 42-280090
LOADEMAIL[info]DOMAIN[vigmed.com]
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