C-RAD AB (publ) is a Swedish public limited liability company listed on NASDAQ Stockholm. C-RAD’s overall objective is to create long-term value for its shareholders and other stakeholders. This requires an effective and good corporate governance.
C-RAD AB (publ)
April 14, 2016
§ 1. Company
Company name is C-RAD AB (publ).
§ 2. Registered Office
The Board shall have its headquarters in Uppsala
§ 3. Activities
The company will engage in developing, manufacturing and marketing of products and solutions for use in diagnostics and radiation therapy and activities compatible therewith.
§ 4. Share Capital
The share capital shall be not less than SEK 3,000,000 and a maximum of SEK 12,000,000.
§ 5. Stocks number
Number of shares shall be not less than 22 000 000 and a maximum of 88 000 000 pieces.
§ 6. Type of share
Shares shall be issued in two classes, Class A and Class B. A share carries 10 votes per share and Class B shares carry one vote per share.
A-and B-shares in each series may be issued up to a maximum number which corresponds to 100 percent of the entire share capital.
A shareholder may request the Board of Directors that held Class A shares shall be converted into Class B shares. Board shall immediately address the issue and then promptly notify the conversion to the Registration Office. The conversion is executed when it is recorded in the companies register and noted in the CSD register.
The company decides to cash or offset issue new shares, holders of Class A shares and B shares have preferential rights to subscribe for new shares of the same class in proportion to the number of shares held by such holder (primary preferential right). Shares not subscribed for by primary preferential rights shall be offered to all shareholders (subsidiary preferential right). If the number of shares offered is insufficient for subscription based on subsidiary shares shall be distributed in proportion to the total number of shares they own in the company. To the extent that this is not possible in respect of certain share / certain shares, is the distribution by lot.
If the company decides to issue shares of either Class A or Class B, all shareholders regardless of whether their shares are Class A or Class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they own.
What is stated above shall not in any way limit the ability to decide on share issue in deviation from the shareholders.
The provisions above concerning preferential rights shall apply mutatis mutandis for the issue of warrants and convertibles.
On increasing the bonus issue, new shares of each class in proportion to the number of shares of the same class previously issued. Existing shares of each class shall have preferential rights to new shares of the same class. The aforesaid shall not in any way limit the possibility of a bonus issue, following the required amendments to the articles, issue shares of a new class.
§ 7. Board
The Board shall consist of three to seven members with two deputies. Members and alternates are elected annually at the Annual General Meeting for the period until the next Annual General Meeting.
§ 8. Accountants
The company shall have one or two auditors, with or without alternates.
§ 9. Notice
Notice of general meeting shall be issued through publishing in the Post & Inrikes Tidningar and on the company website. At the time of the notice, information that the notice has been made shall be advertised in Dagens Industri.
Shareholder who wishes to participate in proceedings at the general meeting shall be recorded in a transcript of the entire share register five days before the meeting and have given notice to attend not later than on the date specified in the notice. The last mentioned day may not be earlier than five working days before the general meeting.
§ 10. Annual General Meeting
Meeting shall be held annually within six months after year end.
At the AGM the following matters shall be dealt with.
1. Election of Chairman for the meeting;
2. Preparation and approval of voting list.
3. Approval of agenda;
4. Election of one or two when such must be appointed;
5. Determination whether the Meeting has been duly convened;
6. Presentation of financial statements and audit report and, where appropriate, consolidated accounts and the auditor’s report;
a) adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and balance sheet.
b) allocation of the profit or loss in accordance with the approved balance sheet.
c) discharge of the Directors and Chief Executive Officer;
8. Determination of remuneration for the Board and auditor;
9. Election of Board and, where applicable, auditors and deputy auditors;
10. Other business to come before the Meeting of the Meeting.
§ 11. Fiscal Year
Company’s fiscal year is 0101-1231.
§ 12. Record date provision
The Company’s shares shall be recorded in a register under the Act (1998:1479) on financial instruments. The who on the record date is entered in the share register or list under the Companies Act shall be entitled to receive dividends and, if new shares belonging to shareholders and to exercise shareholders’ preferential right to participate in the issue.
These Articles of Association were adopted at the annual general meeting May 31, 2013.