Articles of Association

The articles of association were adopted on the extraordinary general meeting held on September 1, 2017.

§ 1 Name of the company

The name of the company is IRRAS AB. The company is public (publ).

§ 2 Registered office of the company

The registered office of the company shall be situated in Stockholm municipality.

§ 3 Objects of the company

The objects of the company are to develop, market and sell medical devices, directly or indirectly own and manage real or movable property and to carry out any business activities consistent therewith.

§ 4 Share capital

The share capital of the company shall amount to not less than SEK 502,500 and not more than SEK 2,010,000.

§ 5 Number of shares

The number of shares in the company shall be not less than 16,750,000 and not more than 67,000,000 shares.

§ 6 Board of directors

The board of directors of the company shall consist of not less than three and not more than seven board members.

§ 7 Auditors

For the audit of the company’s annual report and accounts as well as the management by the board and the managing director, the company shall have not less than one and not more than two auditors with or without deputy auditors.

§ 8 Convening general meeting

Notice of a general meeting shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. It shall further be announced in Dagens industri that a notice has been made.

Shareholders wishing to participate in general meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the general meeting and notify the company no later than the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

§ 9 Annual general meeting

The following matters shall be addressed at the annual general meeting:

  1. Election of a chairman of the meeting.
  2. Preparation and approval of the voting register.
  3. Election of one or more members to attest the minutes
  4. Determination as to whether the meeting has been duly convened.
  5. Approval of the proposed agenda
  6. Presentation of the annual report and the auditor’s report and, if applicable, the consolidated annual report and the auditor’s report on the consolidated annual report.
  7. Resolution
    1. in respect of the adoption of the profit and loss statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet;
    2. in respect of the allocation of the company’s profits or losses as set forth in the adopted balance sheet, and, if applicable, the consolidated balance sheet and
    3. in respect of discharge from liability of the board members and the managing director.
  8. Determination of fees for the board of directors and the auditors.
  9. Election of board members and auditors
  10. Any other matter which rests with the general meeting in accordance with the Swedish Companies Act (2005:551) or the company’s articles of association.

§ 10 Financial year

The financial year of the company shall be the calendar year.

§ 11 CSD registration provision

The company’s shares shall be recorded in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).