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Articles of Association

ARTICLES OF ASSOCIATION OF IMMUNOVIA AB (PUBL)

Corporate ID no. 5566730-4299

§ 1 Company name

The name of the limited company (corporate name) is Immunovia AB (publ).

§ 2 Registered office

The Board of Directors will have its registered office in Scania (County), Lund (Municipality).

§ 3 Operations

The limited company will engage in disease diagnostics and associated activities.

§ 4 Share capital

The share capital will be a minimum of 850,000 Swedish kronor and a maximum of 3,400,000 Swedish kronor.

§ 5 Number of shares

A minimum of 17,000,000 and a maximum of 68,000,000 shares.

§ 6 Board of Directors

The Board of Directors will have a minimum of three and a maximum of ten members, with a maximum of ten Deputies. The Directors and Deputies are elected annually at the Annual General Meeting (AGM) for the period until the end of the following AGM.

§ 7 Auditors

One auditor, with or without a deputy auditor, will be appointed for examining the company’s annual accounts and accounting records, and the Board of Directors’ and Chief Executive Officer’s administration.

§ 8 Convening notice

The convening notice for the AGM will be through an announcement in the Swedish Official Gazette and by making the notice available on the company’s website. The publication of the notice will be announced in Swedish daily newspaper Dagens Industri.

Shareholders that wish to participate at the AGM shall firstly be recorded as a shareholder in a hard copy or other version of the complete share register of circumstances five days prior to the AGM, and secondly report their own, and potential assistants’ (maximum two) participation to the company by no later than the date stated in the convening notice. Such day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve of New Year’s Eve, and may not occur earlier than five days prior to the Meeting.

§ 9 Agenda of the AGM

The following matters will be considered at the AGM.

  1. Election of the Chairman.
  2. Preparation and approval of the voting list.
  3. Election of one or two people to check the minutes.
  4. Consideration of whether the Meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the Annual Accounts and Audit Report.
  7. Resolution on the following.
  8. a) Adoption of the Income Statement and Balance Sheet.
  9. b) Appropriation of the company’s profit or loss according to the adopted Balance Sheet.
  10. c) Discharging the Directors and Chief Executive Officer from liability where appropriate.
  11. Determination of fees for the Directors and Auditors.
  12. Election of the Board of Directors, and where appropriate, auditors.
  13. Other matters to be considered by the Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.

§ 10 Financial year

The financial year of the limited company will be January 1 – December 31.

§ 11 Central securities depository (CSD) clause

That shareholder or nominee included in the share register or recorded in a CSD register on the record date pursuant to chapter 4 of the Swedish Financial Instruments Accounts Act (1998:1479), or that party recorded in the CSD account pursuant to chapter 4 §18 first paragraph 6-8 of the aforementioned Act should be considered authorized to exercise the rights stated in chapter 4 § 39 of the Swedish Companies Act (2005:551).

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These Articles of Association were adopted by the AGM on May 3, 2018.

 

 

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