Articles of association
These Articles of Association were adopted at the Annual General Meeting on 14 September 2021:
§ 1 Registered name
The company name of the Company is Sectra Aktiebolag (publ), corporate registration number 556064-8304.
§ 2 Registered office
The registered office of the Board of Directors shall be in the municipality of Linköping, Östergötland County, Sweden.
§ 3 Operations
The Company shall develop and deliver products and system solutions as well as utilize innovations in the areas of computer technology and telecommunications, including inter alia execution of contracts for the installation, integration and maintenance of medical imaging and medical information IT solutions and related control equipment, instruments, tools and system, and own and manage shares in industrial companies, conduct trading in securities and financing businesses (however, not such business that requires license according to the Swedish Securities Operations Act (Sw: lagen om värdepappersrörelse) or the Swedish Banking and Financing Act (Sw: lagen om bank- och finansieringsrörelse ), and undertake other operations related to the above.
§ 4 Share capital
The share capital shall be at least thirty-two million (32,000,000) and not more than one hundred and twenty-eight million (128,000,000).
Shares may be issued in three series, A, B and C. Shares of series A shall carry ten votes and of series B or C carry one vote. No more than SEK 128,000,000 of the share capital shall be A-shares, no more than SEK 128,000,000 of the share capital shall be B-shares and no more than SEK 128,000,000 of the share capital shall be C-shares.
Shares of series A and shares of series B shall carry the same entitlement to share in the company’s profits. Shares of series C shall not carry any share in the company’s profits. At the dissolution of the company, shares of all kinds shall carry the same entitlement to share in the company’s assets, provided that as regards shares of series C this right is limited to an amount equal to the quota value of the shares.
§ 5 Number of shares
The number of shares in the company shall be at least one hundred and sixty million (160,000,000) and not more than six hundred and forty million (640,000,000).
§ 6 Preferential rights
If the company resolves on a new issue, in exchange for any other payment than payment in kind, to issue new shares of both series A, series B and series C, owners of shares of series A, series B and series C, respectively, shall have a preferential right to subscribe for new shares of the same kind in relation to the number of shares that the owner holds (primary preferential right). Shares that are not subscribed with primary preferential right shall be offered for subscription to all shareholders (secondary preferential right). If shares thus offered are not sufficient for the subscriptions made pursuant to the subsidiary preferential right, the shares shall be distributed among the subscribers in relation to the number of shares previously held by them and to the extent this is not possible, by way of drawing lots.
If the company resolves on a new issue, in exchange for any other payment than payment in kind, to issue new shares only of series A, series B or series C, all shareholders, irrespective of whether their shares are of series A, series B or series C, have a preferential right to subscribe for new shares in relation to the number of shares that the owner holds.
In case of an increase of the share capital by way of a bonus issue, new shares of series A and series B shall be issued in relation to the number of shares of series A and series B, respectively, that already exist. In doing so shares of series A and series B shall carry the right to receive new shares of series A and series B, respectively. Shares of series C shall not carry any right to participate in a bonus issue.
A shareholder’s preferential right as described above shall apply equally in case of a new issue of warrants and convertibles and shall not be considered as any restriction in the possibility to resolve on new issues deviating from the preferential right of shareholders.
The Board of Directors shall be entitled to redeem all shares of series C, at which owners of such shares shall have to redeem their shares for a redemption price equal to the quota value of the shares.
Shares of series C that are held by the company may after a resolution by the Board of Directors, be converted into shares of series B. A conversion has been completed when it has been registered in the Companies Register and been noted in the share register.
§ 7 Board of Directors
The Board of Directors shall consist of not less than three directors and not more than nine directors, with not more than nine deputies.
§ 8 Auditors
The Company shall appoint not less than one and no more than two auditors, with or without deputies.
§ 9 Notice of Annual General Meeting
Notice of shareholders’ meeting shall be announced in Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) and on the company’s website. That notice has been made shall be announced in Svenska Dagbladet.
§ 10 Notification of attendance
Shareholders who wish to participate in a General Meeting of Shareholders shall notify their names, and if applicable the names of any assistants who will be accompanying them, to the Company not later than the day stipulated in the notice convening the 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 earlier than five days before the Meeting.
§ 11 Collection of proxies
The Board of Directors may prior to a general meeting decide to collect proxies in accordance with the procedure set forth in Chapter 7 Section 4 of the Companies Act (2005:551).
§ 12 Postal vote
The Board of Directors may prior to a general meeting decide that the shareholders shall be entitled to exercise their voting right by post prior to the general meeting in accordance with Chapter 7 Section 4a of the Companies Act (2005:551).
§ 13 Fiscal year
The Company’s fiscal year shall extend from May 1 to April 30.
§ 14 Record date
The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).
§ 15 Right of first refusal
If a Series A share in Sectra AB has been transferred to a person who previously was not a shareholder in the Company, that share shall immediately be offered for redemption to the other holders of Series A shares in Sectra AB through written notice to the Company’s Board of Directors.
Once the share has been offered for redemption in this manner, the Board of Directors shall inform other holders of Series A shares in the Company, inviting those wishing to exercise the right of redemption to so inform the Board of Directors, in writing, within two months of the date when notification of the ownership transfer reached the Board of Directors. If several shareholders give notice of their wish to exercise the right of redemption, the order of priority among them shall be determined by lottery. However, in the event of several shares being offered simultaneously for redemption, the shares shall in the first instance, as far as possible, be divided among the shareholders wishing to redeem the shares in proportion to their existing holdings of Series A shares.
The surcharge per share shall consist of the volume-weighted average of the price paid for the company’s Series B shares on the O-list of Stockholmsbörsen five days before and five days after the date of the postmark when notification of the claim for pre-emption was made in writing according to article 2 above.
The surcharge shall be paid within a month from the expiration of the time in which the claim for pre-emption according to article 2 above, shall have been notified to the Board of Directors.
Should no shareholder, within the prescribed period, give notice of an intention to redeem a share offered for redemption, or if the share is not redeemed within a period of one month following determination of the redemption price for the share, the person who offered the share for redemption is entitled to be registered as a shareholder in the Company.