Articles of Association
The following articles of association was adopted at the extra general meeting of the Company held on 1 February 2017.
§ 1 Company name
The company name is MIPS AB. The company is a public (publ) company.
§ 2 Registered office
The registered office of the company’s board of directors is in Stockholm.
§ 3 Objects of the company
The company shall, directly or indirectly, further develop, customize, license, manufacture or outsource manufacturing of, and market, solutions to prevent rotational motion and other types of forces that occur in connection with different types of external impacts, as well as engage in other activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000.
§ 5 Number of shares
The number of shares in the company shall be not less than 20,000,000 and not more than 80,000,000.
§ 6 Board of directors
The board of directors shall consist of not less than three (3) and not more than [eight (8)] directors. The directors of the board are elected annually at the annual general meeting for the period until the end of the next annual general meeting.
§ 7 Auditors
One or two auditors or a registered auditing company shall be elected at the annual general meeting. The appointment as auditor shall apply until the close of the annual general meeting that is held during the first, second, third or fourth financial year after the election of the auditor.
§ 8 Convening of general meeting
Notice of a general meeting shall be published in the Swedish Official Gazette and on the company’s website. It shall be announced in Svenska Dagbladet that notice of a general meeting has been made.
§ 9 Notification of attendance and right to attend the general meeting
Shareholders wishing to participate at a general meeting must be registered in a transcript or other presentation of the entire share register relating to the circumstances five weekdays prior to the meeting and must notify the company not later than the day stipulated in the notice convening the general meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be earlier than five weekdays prior to the meeting.
§ 10 General meeting
The following items shall be addressed at the annual general meeting.
1. Election of chairman of the general meeting.
2. Drawing up and approval of the voting list.
3. Election of two persons to check and verify the minutes.
4. Determination of whether the general meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditor´s report for the group.
7. Resolutions regarding
(a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
(b) disposition of the company’s profit or loss in accordance with the adopted balance sheet; and
(c) discharge from liability of the directors of the board and the CEO.
8. Determination of the number of directors of the board and the number of auditors.
9. Determination of the remuneration to the board of directors and the auditors.
10. Election of the directors of the board and, where applicable, auditors.
11. Other matters to be addressed by the general meeting in accordance with the Swedish Companies Act or the articles of association.
§ 11 Financial year
The company’s financial year shall be 1 January – 31 December.
§ 12 CSD clause
The company’s shares shall be registered in a central securities depositary (CSD) register pursuant to the Swedish Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479).