Articles of association
§1. NAME OF THE COMPANY
The name of the company is Prolight Diagnostics AB. The company is public (publ).
§2. BUSINESS ACTIVITIES
The company shall conduct manufacture and sales of fine chemicals as well as biotechnology research and development in enzyme management and biosensors, and activities compatible therewith.
§3. REGISTERED OFFICE
The registered office of the Board of Directors shall be in the municipality of Lund, Skåne county.
§4. SHARE CAPITAL
The share capital shall be no less than SEK 5,500,000 and no more than SEK 22,000,000.
§5. NUMBER OF SHARES
The number of shares shall be no less than 55,000,000 and no more than 220,000,000.
§6. BOARD OF DIRECTORS
The Board of Directors shall consist of no less than three (3) and no more than seven (7) members, with no more than seven (7) alternates, which shall be elected on an annual basis at the Annual General Meeting until the end of the next Annual General Meeting.
To examine the company's annual report and accounts and the Board of Directors' and the CEO's administration of the company's affairs, one or two auditors with no more than two deputies or a registered audit firm shall be appointed.
§8. GENERAL MEETINGS
The general meeting of shareholders shall be held annually and within six months after the end of the financial year. The annual general meeting shall address the following matters:
1. Election of the Chairman of the general meeting.
2. Establishment and approval of the list of voters.
3. Approval of the agenda.
4. Appointment of one or two persons to countersign the minutes.
5. Determination of whether the general meeting was duly convened.
6. Presentation of the annual accounts and the Auditor's Report, and, when applicable, of the consolidated accounts and Auditor's Report.
a) on approval of the Income Statement and Balance Sheet, and when applicable, of the Consolidated Income Statement and Consolidated Balance Sheet;
b) on allocations in respect of profit or loss according to the approved balance sheet;
c) on discharge from liability for the directors and the CEO.
8. Determination of the number of board members and alternates and the number of auditors and deputies.
9. Determination of the fees for the Board of Directors and, if applicable, the auditors.
10. Election of board members and alternates, auditors or audit firm and deputies.
11. Any other matters to be considered by the General Meeting according to the Swedish Companies Act or the Articles of Association.
§9. NOTICE OF GENERAL MEETING
Notices convening General Meetings shall always be published in "Post- och Inrikes Tidningar" and on the website of the company. The fact that notice has been given shall be published in "Svenska Dagbladet". In the event that Svenska Dagbladet ceases to be published, the convocation shall be announced in "Dagens Industri" instead.
§10. NOTIFICATION OF PARTICIPATION IN GENERAL MEETING
Entitled to participate in the general meeting are those shareholders who are registered in the shareholders' register as stipulated in the Swedish Companies Act 7 ch. 28 s. third paragraph, and who by no later than 16:00 on the date indicated in the notice convening the general meeting have notified the company of their intention to attend. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and may not be earlier than the fifth weekday before the general meeting.
§11. FINANCIAL YEAR
The company's financial year shall be the period of a calendar year.
§12. PLACE OF GENERAL MEETINGS
In addition to Lund, general meetings may also be held in Stockholm.
§13. CSD Clause
The shareholder or trustee that on the record date is registered in the share register and recorded in a CSD register pursuant to Chapter 4 of the Swedish Financial Instruments Accounts Act (1998:1479), or the person who is registered in a record pursuant to chapter 4, section 18, item 6-8 of said act, shall be deemed entitled to exercise the rights indicated in chapter 4, section 39 of the Swedish Companies Act (2005:551).
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