Article of Association
Active Biotech AB (publ)
ARTICLES OF ASSOCIATION
The company’s name is Active Biotech AB (publ).
The registered office of the board of directors shall be situated in the municipality of Lund, Sweden.
The company shall engage, directly or through subsidiaries, in research, development, production, marketing and sales of medical, chemical and biotechnology products, conduct administrative services for the group, own and manage properties, and undertake any other operations compatible therewith.
The company's share capital shall amount to not less than SEK 160,000,000 and not more than SEK 640,000,000.
Number of shares
The company shall have not less than 40,000,000 shares and not more than 160,000,000 shares.
Board of directors
The board of directors shall consist of three to nine (3 – 9) members, with not more than nine (9) deputies.
The company shall have one or two (1 – 2) auditors, with not more than two (2) deputies.
Notice of general meetings
Notice of general meetings shall be made through announcement in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Svenska Dagbladet that a notice of a general meeting has been issued.
The annual general meeting shall be held within six (6) months following the end of the financial year.
The following items of business shall be addressed at the annual general meeting:
1. Opening of the meeting;
2. Election of chairman of the meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda for the meeting;
5. Election of one or two persons to verify the minutes;
6. Determination of whether the meeting has been duly convened;
7. Presentation of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report for the group;
8. Resolutions concerning:
(a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;
(b) disposition of the company's profits or losses pursuant to the adopted balance sheet;
(c) discharge of the members of the board of directors and the managing director from liability.
9. Determination of the number of members and deputy members of the board of directors and, where applicable, the number of auditors and deputy auditors;
10. Determination of the fees to be paid to the board of directors and the auditors;
11. Election of members and deputy members of the board of directors and, where applicable, auditors and deputy auditors;
12. Other matters which rest upon the general meeting pursuant to the Swedish Companies Act or the articles of association.
The company's financial year shall be the calendar year.
Record day provision
The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
Notification of intent to participate in a general meeting
In order to be entitled to participate in a general meeting, shareholders shall notify the company of their intention not later than 4:00 p.m. on the day stipulated in the notice convening the general meeting. This day must not be a Sunday, any other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be earlier than the fifth weekday prior to the general meeting. Assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company of the number of assistants (not more than two) in the manner set out above.
These articles of association were adopted by the annual general meeting on May 7, 2008.