Articles of association
§ 1. Company name
The company name is Emplicure AB (publ). The company is a public company.
§ 2. Registered office
The registered head office of the company is in Uppsala municipality.
§ 3. Objects of the company
The company objective is to, directly or indirectly, conduct research, development, manufacturing, marketing, sales, export and import of products and services in the field of pharmaceuticals and medical devices and other business compatible therewith.
§ 4. Share capital
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
§ 5. Number of shares
The number of shares shall be not less than 10,000,000 and not more than 40,000,000.
§ 6. Board of directors
The board of directors shall consist of not less than three (3) and not more than ten (10) directors with not less than zero (0) and not more than three (3) deputy directors.
§ 7. Auditor
For audit of the company's annual report, the accounts and the administration of the board of directors and managing director, one (1) to two (2) auditors, with or without deputy auditors, shall be appointed.
§ 8. Notice to general meeting
Notice to attend a general meeting shall be advertised in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company's website. At the time of notice, information that notice has been issued shall be announced in the Swedish daily newspaper Svenska Dagbladet.
§ 9. Notice of participation
A shareholder who wishes to participate at a general meeting shall, in addition to the conditions for participation set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), also notify the company thereof no later than the date specified in the notice convening the meeting. Such date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting.
Shareholders may bring one or two advisors to a general meeting, but only if the shareholder notifies the number of advisors to the company in the manner specified in the preceding paragraph.
§ 10. Items at annual general meeting
The following matters shall be addressed at an annual general meeting.
- Election of chairman at the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Submission of the annual report and the auditor's report as well as, if applicable, the consolidated annual report and the auditor's report for the group
- regarding the adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet
- regarding allocation of profit or loss in accordance with the adopted balance sheet
- regarding discharge from liability of the directors and, where applicable, of the managing director
- Determination of remuneration for the board of directors and for the auditor
- Election of the board of directors and any deputy directors
- Election of auditor and any deputy auditors
- Other matters which rest upon the general meeting according to the Swedish Companies Act or the company's 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 CSD (central securities depository) register in accordance with the Swedish Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Adopted at the annual general meeting held on 13 April 2021
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