Articles of Association
Articles of Association for PharmaLundensis AB (corp. ID no: 556708-8074) adopted at the Annual General Meeting on May 27, 2024
§ 1 Company name
The company’s business name is PharmaLundensis AB. The company is public (publ).
§ 2 Registered office
The registered office of the Board of Directors is in Lund Municipality in Sweden.
§ 3 Operations
The company’s objects are to develop, market and sell drugs, to develop, market and sell water treatment products, as well as to conduct other activities which are compatible with such services.
§ 4 Share capital
The share capital shall not be less than SEK 2,120,000 and not more than SEK 8,480,000.
§ 5 Number of shares
The number of shares shall not be less than 42,400,000 and not more than 169,600,000.
§ 6 Board of Directors
The Board of Directors shall consist of a minimum of 3 and a maximum of 8 members with a maximum of 2 deputies.
§ 7 Auditor
For the purpose of examining the annual report of the company and the management of the Board of Directors and the Chief Executive Officer, one or two auditors with or without deputies shall be appointed or a registered audit firm.
§ 8 Notice of a general meeting
Notice of the general meeting shall be announced in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. An announcement that the notice has been given shall be published in Svenska Dagbladet. If the publication of Svenska Dagbladet were to cease, the announcement shall instead be made through Dagens Industri.
§ 9 Registration for meeting
Shareholders wishing to participate in the proceedings of a general meeting shall register their attendance with the company no later than the date specified in the notice of the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and shall not occur earlier than the fifth weekday before the general meeting. Shareholders may be accompanied at the general meeting by an assistant only if the shareholder notifies the company of the number of assistants in accordance with the procedure applicable to the notification of shareholders to the general meeting.
§ 10 Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months of the end of the financial year.
The Annual General Meeting shall address the following matters:
1. Election of the Chair of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two adjusters
5. Determination of whether the Annual General Meeting has been duly convened
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and consolidated auditor’s report
7. Resolution
a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b) on the allocation of the company’s profit or loss according to the adopted balance sheet;
c) on discharge from liability of the members of the Board and the Chief Executive Officer
8. Determination of remuneration for the Board of Directors and the auditors
9. Election of the members of the Board and any deputy board members and, where applicable, auditors or audit firms and any deputy auditors
10. Other matters addressed by the meeting in accordance with the Swedish Companies Act or the Articles of Association.
§ 11 Financial year
The company’s financial year shall be 240101 – 241231.
§ 12 Record day provision
The company shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).