Articles of Association
BIOINVENT INTERNATIONAL AKTIEBOLAG (PUBL)
reg. no. 556537-7263
The name of the company is Bioinvent International Aktiebolag. The company is a public company.
The board of directors shall have its registered office in the municipality of Lund, the county of Skåne.
The business activities of the company shall be to directly or indirectly through its subsidiaries or other associated companies, carry out research and development as well as manufacturing and trading mainly in the field of chemistry, and business related hereto.
The share capital shall amount to no less than 15,000,000 Swedish kronor (SEK) and no more than 60,000,000 Swedish kronor (SEK).
The number of shares shall be not less than 150,000,000 and not more than 600,000,000.
All shares shall be of the same class and carry equal rights.
In addition to the board members, who, pursuant to legal stipulations are appointed by a body other than the general meeting, the board of directors shall consist of no less than five (5) directors and no more than nine (9) directors, with no more than four (4) deputies. The board members shall be elected at a general meeting for the period up to and including the annual meeting held the year after the board member was elected.
The financial year of the company shall be the calendar year.
For the audit of the company's financial report and accounts as well as the administration of the board of directors and the managing director a registered auditing company shall be appointed for a term of two years.
Notice convening General Meetings shall be given by announcement in the Official Swedish Gazette (Sw: Post- och Inrikes Tidningar) and on the company's website. It shall be announced in Sydsvenska Dagbladet and Dagens Industri that notice of a General Meeting has been given.
In order to participate in the proceedings at a general meeting, shareholders shall be recorded in a printout or another presentation of the entire share register indicating conditions five weekdays prior to the meeting and notify the company of their intention to attend before 4.00 pm on the day specified in the notice. That day 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 prior to the meeting.
Annual meeting shall be held once a year.
At the annual meeting the following issues shall be dealt with.
1. Preparation and adjustment of the voting list;
2. Election of two persons to check the minutes;
3. Examination of whether or not the meeting has been duly convened;
4. Approval of the agenda;
5. Presentation of annual report and auditor's report and, where applicable, the group accounts and auditor's report for the group;
6. Resolutions in respect of
a) adoption of the profit and loss account and balance sheet and, where applicable, the consolidated profit and loss account and consolidated balance sheet;
b) allocation of the company's profit or loss;
c) discharge from liability of the directors and the chief executive officer;
7. Determination of the number of directors, deputy directors and, where applicable, auditors;
8. Determination of directors' fees and, where applicable, auditors' fees;
9. Election of directors and, where applicable, auditors; and
10. Other issue to be dealt with at the meeting according to the Companies Act or the articles of association.
The shares in the company shall be recorded in a control register according to the Act (1998:1479) on Account-Keeping of Financial Instruments.
These Articles of Association have been adopted at the Extraordinary General Meeting of Shareholders on 18 March, 2016.