ARTICLES OF ASSOCIATION
ORG. NO: 556730-5346
Adopted at the General Meeting on December 4, 2017
Company is Dignitana AB. Public Company (publ).
The Board Shall have its headquarters in Lund.
The object is to developement, manufacture and trade in medical equipment, Particularly Focusing on alleviating side effects of medication, and conduct other related business.
The share capital Shall be not less than 20,000,000 and not more than 80 million crowns.
5. Number of Shares
The number of shares Shall be not less than 20 million and a maximum of 80,000,000 shares.
The Board Shall Consist of not fewer than three and no more than seven members, with a maximum of three deputies.
To audit the company’s annual report, the Board of Directors, one or two Auditors with or without deputies are appointed or a registered accounting firm.
8. General Meeting
Notice of the General Meeting Shall be published in Post- och Inrikes Tidningar and on the company’s website. At the time of the notice, the informationthat the notice has been published in Swedish newspaper Swedish newspaper Svenska Dagbladet.
Notice of annual general meeting and extraordinary general meeting where Amendments to the Articles of Association Shall be issued note EARLIER than six and no later than four weeks before the meeting. Notice of other Extraordinary General Meetings Shall be issued no EARLIER than six weeks and no later than two weeks before the meeting.
9. notification to sue
In order to Participate in the General Meeting, shareholders must be registered in the share registers five weekdays before the General Meeting, and a notification to this effect to the Company no later than the date Specified in the notice of meeting. This Day May not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not cases EARLIER than the fifth weekday prior to the meeting.
Meeting Shall be held annually within six (6) months after the closing date. The AGM will be held in Lund, Stockholm, Gothenburg or Malmö.
At the Annual General Meeting The Following matters.
- Election of Chairman of the Meeting.
- Preparation and approval of voting list.
- Approval of the Agenda.
- Election of one or two minutes.
- Determination of Whether the Meeting has been Duly convened.
- Presentation of the annual report and the audit report and, where applicable, the Consolidated Accounts and Consolidated Audit Report.
a) adoption of the income statement and balance sheet and, where applicable, the Consolidated income statement and balance sheet consolidated`.
b) allocation of the company’s profit or loss of according to adopted balance sheet.
c) discharge from liability for Board members and the President.
- Determination of directors ‘and Auditors’ fees.
- Election of Board members and any deputy Board members and, where applicable, Auditors or the audit firm and any deputy Auditors
- Other Matters Addressed by the Meeting in accordance with the Companies Act or the Articles of Association.
The company’s financial year is the calendar year.
Record 12 day
The shareholder or shareholder of Record in the share registers and in a control register, in Chapter 4. Act (1998: 1479) of the financial instruments or who is registered on a securities account pursuant to Chapter 4. Section 18 first paragraph 6-8 of the Act, Shall be Considered Authorized to exercise the rights set forth in Chapter 4 Section 39 Act (2005: 551).
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10925 Estate Lane, Suite 185
Dallas, TX 75238
226 60 Lund, Sweden
+46 46 16 30 90
Corso di Porta Nuova, 46
20121 Milan, Italy