Articles of association

PharmaLundensis AB, Reg. No. 556708-8074
Adopted at the annual general meeting held on 3 May 2011.

§1 Name
The name of the company is PharmaLundensis AB. The company is a public company (publ).

§2 Registered office of the board of directors
The registered office of the board of directors shall be in the municipality of Lund

§3 Object of the company’s business
The company shall conduct development and marketing of pharmaceutical products.

§4 Share capital
The share capital shall be not less than SEK 545,875 and not more than SEK 2,183,500.

§5 Number of shares
The number of shares shall be not less than 10,917,500 shares and not more than 43,670,000 shares.

§6 Board of directors
The board of directors shall consist of at least 3 and no more than 8 members with no more than 2 deputy 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 director, one or two auditors, with or without deputy auditors, or a registered accounting firm, shall be appointed.

The assignment as auditor shall be in force for a period until the end of the annual shareholders’ meeting held during the third financial year following the election of the auditor.

§8 Notice of general meeting
Notice convening a general meeting shall always be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. It shall further be announced in Svenska Dagbladet that a notice has been made. If the publication of Svenska Dagbladet would cease, announcement should instead be made in Dagens Industri.

§9 Notice to attend the general meeting
The right to attend the general meetings 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 paragraph 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 12:00 p.m. on the day specified in the notice. The last mentioned 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 before the general meeting.

§10 Annual general meeting
The annual general meeting shall be held each year within six (6) months of the expiry of the financial year.

The following items shall be addressed at the annual general meeting:

  1. Election of chairman of the meeting.
  2. Preparation and approval of the voting register.
  3. Approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Determination as to whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor’s report and, if applicable, the consolidated annual report and the auditor’s report on the consolidated annual report.
  7. Resolution
    1. in respect of the adoption of the profit and loss statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet;
    2. in respect of the allocation of the company’s profits or losses as set forth in the adopted balance sheet; and
    3. in respect of discharge from liability of the members of the board of directors and the managing director.
  8. Determination of fees for the board of directors and the auditors.
  9. Election of the members of the board of directors and potential deputy members when applicable, and, when applicable, auditors or registered accounting firm and potential deputy auditors.
  10. Any other matter which rests with the general meeting in accordance with the Swedish Companies Act or the company’s articles of association.

§11 Financial year
The financial year of the company shall be 1 January – 31 December.

§12 Record day provision
The shareholder or trustee which on the record date is registered in the shareholders’ register and recorded in a record register pursuant to Chapter 4 of the Swedish Financial Instruments Accounts Act of 1998 (Sw. lagen (1998:1479) om kontoföring av finansiella instrument) or the person who is recorded on a record account pursuant to Chapter 4 Section 18 first paragraph 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 (Sw. aktiebolagslagen (2005:551)).

The English text of the Articles of Association is an unofficial office translation. In the event of any discrepancy between the Swedish and the English texts, the Swedish text shall prevail.