Corporate governance generally refers to the rules and the structure established to govern and operate a limited liability company in an efficient and controlled manner. Corporate governance within Cantargia is primarily based on applicable rules in the Swedish Companies Act, Cantargia’s articles of association, Cantargia’s internal guidelines and policies, as well as the rules and recommendations applicable to companies listed on Nasdaq First North and generally accepted principles in the securities market.
Articles of Associations
Adopted at the annual shareholders’ meeting on 30 May 2017
§ 1 Name
The company’s name is CANTARGIA AB. The company is a public company (publ).
§ 2 Registered office
The registered office of the board of directors shall be in the municipality of Lund, Sweden.
§ 3 Object of the company’s business
The company shall conduct development and marketing of medical products and rights, own and manage properties and any other activities compatible therewith.
§ 4 Share capital
The share capital shall amount to not less than SEK 2,560,000 and not more than SEK 10,240,000.
§ 5 Numbers of shares
The company shall have not less than 32,000,000 shares and not more than 128,000,000 shares.
§ 6 Board of directors
The board of directors shall consist of not less than three members and not more than eight members.
§ 7 Auditor
For the audit of the company’s annual report as well as the administration by the board of directors and the managing directors, the company shall appoint one or two auditors with or without deputy auditors or a registered accounting firm.
§ 8 Notice of shareholders’ meeting
Notice of shareholders’ meeting shall always be made through announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s webpage. It shall be announced in Svenska Dagbladet that a notice has been issued. In the event the publication of Svenska Dagbladet would cease, announcement shall instead be made in Dagens Industri.
§ 9 Notice of participation in shareholders’ meetings
The right to participate in a shareholders’ meeting shall be vested in the shareholders that are recorded in the company’s share register in such manner as prescribed in chapter 7, section 28, item 3, of the Swedish Companies Act (Sw. aktiebolagslagen), and that have given notice to the company of their intention to attend the general meeting no later than the date stated in the notice of the meeting. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer´s Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the general meeting. If applicable, the number of representatives or assistants shall be provided in the notice of participation.
§ 10 Annual shareholders’ meetings
Annual shareholders’ meetings shall be held each year within six months after the end of the financial year. The following business shall be addressed at annual shareholders’ meetings:
- Election of a chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditors’ report and, if applicable, the consolidated financial statements and the auditors’ report for the group.
- Resolutions concerning a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet; b) allocation of the company’s profits or losses in accordance with the adopted balance sheet; c) discharge of the members of the board of directors and the managing director from liability.
- Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
- Determination of fees to be paid to the board of directors and auditors.
- Election of the members of the board of directors and auditors or accounting firm and, where applicable, deputy auditors.
- Other matters, which rest upon the general meeting pursuant to the Swedish Companies Act or the articles of association.
§ 11 Financial year
The company’s financial year shall be the calendar year.
§ 12 Record day provision
The shareholder or trustee which on the record date is registered in the share register and recorded in a record register pursuant to Chapter 4 of the Swedish Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument), or the person who is registered in a record pursuant to chapter 4, section 18, item 6–8 of the abovementioned act, shall be deemed entitled to exercise the rights indicated in chapter 4, section 39 of the Swedish Companies Act.
The nomination committee proposes that the annual general meeting resolves:
- to instruct the chairman of the board to convene a nomination committee based on the ownership of the company at the end of September 2018. The committee shall comprise one representative of each of the three largest shareholders in the company and the chairman of the board;
- that, if any of the three largest shareholders waive its right to appoint a member of the nomination committee, the right shall be transferred to the next shareholder who, after these three shareholders, has the largest shareholding;
- that, if any of the shareholders who has appointed a member of the nomination committee divests a not insignificant part of its shareholding in the company during the term of the nomination committees or for any other reason ceases to be a larger shareholder entitled to appoint a member of the nomination committee, the member appointed by such shareholder should resign from the nomination committee. Such member shall, if the nomination committee deems it appropriate, be replaced by a member appointed by the shareholder who instead qualifies as one of the three largest shareholders in the company;
- that, if a member no longer represents the shareholder who has appointed him or her or if the member otherwise resigns from the nomination committee prior to the completion of the nomination committee’s work, the shareholder shall be given the opportunity to appoint a new member of the nomination committee; and
- that the nomination committee shall perform the duties of a nomination committee in accordance with the Swedish Corporate Governance Code.
Information from the Swedish Tax Agency
The documents below have been published by the Swedish Tax Agency and contain information regarding allocation of acquisition costs in relation to Cantargia’s set off issue in 2014 and the issue of shares and warrants in connection with the listing in 2015.
We are audited by Öhrlings PricewaterhouseCoopers AB (113 97 Stockholm).
Sedermera Fondkommission has been the company's Certified Advisor since the listing process.
Contact Certified Advisor:
Address: Norra Vallgatan 64, 211 22 Malmö
Göran Forsberg, VD
+46 (0)46 2756260