Article of association
GETINGE AB (PUBL.)
corp. reg. no. 556408-5032
§ 1
Company name
The registered name of the Company is Getinge AB (publ.).
§ 2
Registered office
The registered office of the Board of Directors is in the municipality of Halmstad, Halland County, Sweden.
§ 3
Operations
The object of the Company's operations shall be - directly or indirectly through subsidiaries - to engage in the manufacture and sale of medical technical equipment, and in any other activities compatible therewith.
§ 4
Share capital
The share capital shall amount to not less than seventy five million (SEK 75,000,000) Swedish kronor and not more than three hundred million (SEK 300,000,000) Swedish kronor.
§ 5
Number of shares
The number of shares shall be not fewer than one hundred and fifty million (150,000,000) and not more than six hundred million (600,000,000).
Shares may be issued in two series, designated Series A and Series B. Series A shares may be issued in a number not exceeding three hundred million (300,000,000) and Series B shares in a number not exceeding three hundred million (300,000,000).
In connection with voting at Annual General Meetings, Series A shares shall carry ten (10) voting rights per share and Series B shares shall carry one (1) voting right per share.
§ 6
Preferential rights in connection with increases in share capital
In the event of the Company deciding to issue new Series A or B shares by means of a cash issue or offset issue, owners of Series A and Series B shares shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares previously held by them (primary preferential right). Shares not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription, based on subsidiary preferential rights, the shares shall be distributed among the subscribers in relation to the number of shares already held and previously owned by them, and, to the extent that this is not possible, by lottery.
If the Company decides to issue new shares solely of Series A or Series B through a cash issue or an offset issue, all shareholders, regardless of whether they own Series A or Series B shares, shall have preferential rights to the subscription of new shares in relation to the number of shares previously held.
If the Company decides to issue share warrants or convertibles through a cash issue or offset issue, the shareholders shall have preferential rights to subscribe for share warrants as if the issue applied to the shares that may be newly subscribed for as a result of the warrant rights, or shall have preferential rights to subscribe for convertibles as if the issue applied to shares for which the convertibles may be exchanged.
The above stipulations shall not constitute any infringement on the possibility to make a decision regarding a cash issue or an offset issue in which the preferential rights of shareholders are waived.
In the event of an increase in share capital through a bonus issue, new shares of each series shall be issued in relation to the number of shares of the same series already held. In such cases, old shares of a specific series carry entitlement to new shares of the same series. The aforementioned stipulation shall not constitute any infringement on the possibility, following the requisite amendment in the Articles of Association, to issue shares of a new series through a bonus issue.
§ 7
Board of Directors
The Board of Directors shall, in addition to any members who, pursuant to Swedish law, may be appointed other than by a General Meeting of the Company, comprise no fewer than three and no more than seven members with a maximum of seven deputy members. Members and deputy members shall be elected by the Annual General Meeting for the period extending to the close of the next Annual General Meeting of Shareholders.
§ 8
Auditors
The Company shall have one or two auditors and not more than two deputy auditors. A registered auditing company may also be selected as the Company's auditor.
§ 9
Notice
Notice of Annual General Meetings and Extraordinary General Meetings of shareholders, at which proposed changes to the Articles of Association will be addressed, shall be announced not more than six weeks and not less than four weeks prior to the meetings.
Notice of other Extraordinary General Meetings of shareholders shall be announced not more than six weeks and not less than two weeks prior to the meetings.
Notice of a General Meeting of Shareholders shall be provided in the form of announcements in the Swedish Gazette (Post- och Inrikes Tidningar) and Svenska Dagbladet.
Shareholders intending to participate in the Meeting shall firstly, be included in the printout or other presentation of the list of shareholders in regard to status five working days prior to the Meeting, and secondly, notify the Company of their intention to attend, not later than 1:00 p.m. on the day stipulated in the notice convening the Annual General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be more than the five working days before the Meeting.
Representatives of shareholders may take part at the Annual General Meeting only if the shareholder has notified the Company of the number of representatives, at most two, in line with the stipulations in the above paragraph.
§ 10
Annual General Meeting
The Chairman of the Board, or any other person appointed by the Company's Board of Directors to that end, shall open the Annual General Meeting and shall chair the proceedings until such time as a Chairman of the Meeting is elected.
The following items of business shall be addressed at the Annual General Meeting:
- Election of a Chairman of the Meeting
- Preparation and approval of the list of shareholders entitled to vote at the meeting
- Approval of the agenda
- Election of two persons to check minutes
- Determination that the Meeting has been duly convened
- Motions concerning:
- adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
- decision on the disposition of the Company's profits in accordance with the adopted balance sheet.
- The discharge of the Board of Directors and of the President from liability.
- Determination of the number of members of the Board of Directors and deputies and the number of auditors and deputy auditors.
- Determination of the remuneration to be paid to the Board of Directors and auditors.
- Election of the members of the Board and deputies and, where applicable, the auditors and deputy auditors.
- Other business to be addressed by the Meeting in accordance with the Swedish Companies Act (2005:551).
§ 11
Collection of powers of attorney at the Company's cost
The Board may collect powers of attorney at the Company's cost in accordance with the procedure described in Chapter 7 Section 4 Paragraph 2 of the Swedish Companies Act (2005:551).
§ 12
Financial year
The Company's financial year shall be the calendar year.
§ 13
Record date provision
The Company's shares shall be registered in a control register pursuant to the Financial Instruments Act (1998:1479).
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