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Articles of Association

Adopted at the Annual General Meeting on June 10, 2024.

NB: The English text is an unofficial translation.

§ 1 Name

The name of the company is AQILION AB (publ).

§ 2 Registered office

The Board of Directors is based in the municipality of Helsingborg.

§ 3 Enterprise

The object of the company’s activities shall be to carry out the development of medicinal products and related activities.

§ 4 Share capital

The share capital shall be no less than 3,000,000 SEK and no more than 12,000,000 SEK

§ 5 Number of shares

The number of shares shall be no less than 6,000,000 and no more than 24,000,000

§ 6 the Board

The Board of Directors shall consist of no fewer than three (3) and no more than eight (8) members, with no deputies. The members are elected at the general meeting for a term until the end of the next annual general meeting.

§ 7 Auditors

For the examination of the company’s annual report along with the accounts and the administration of the Board of Directors and the Managing Director, one (1) auditor, with or without a deputy auditor, or a registered accounting firm shall be appointed at the annual general meeting.

§ 8 Notice

Notice of a general meeting shall be made by advertisement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. An announcement that the notice has been issued shall also be published in Dagens Industri.

To participate in the general meeting, shareholders must notify the company no later than the date specified in the notice of the meeting. This date must not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and it must not be earlier than the fifth weekday before the meeting

§ 8 General Meeting

The annual general meeting shall be held annually within 6 months after the end of the financial year. The following matters shall be addressed at the annual general meeting:

  1. Election of a Chairman for the meeting
  2. Preparation and approval of the voting register
  3. Approval of the agenda
  4. Election of one (1) or two (2) persons to verify the minutes
  5. Verification of whether the meeting has been properly convened
  6. Presentation of the annual report and auditor’s report, and, where applicable, consolidated financial statements and consolidated auditor’s report
  7. Resolutions:

    a. Adoption of the income statement and balance sheet, and, where applicable, consolidated income statement and consolidated balance sheet
    b. Disposition of the company’s profit or loss according to the adopted balance sheet
    c. Granting of discharge from liability to the members of the Board of Directors and the Managing Director

  8. Determination of fees to the Board members and auditors
  9. Election of Board members and, where applicable, auditors and any deputy auditors
  10. Any other business that falls under the Annual General Meeting according to the Companies Act or the Articles of Association.

At the general meeting, each person entitled to vote may vote for the entire number of shares owned and represented by him, without limitation of the number of votes.

§ 10 Place of the General Meeting

In addition to Helsingborg, general meetings may be held in Lund, Gothenburg, Stockholm or Uppsala

§ 11 Fiscal year

The company’s fiscal year is January 1 – December 31.

§ 12 Record Day Provision

The shareholder or custodian who, on the record date, is registered in the share register and listed in a record of entitlements in accordance with Chapter 4 of the Securities Accounts Act (1998:1479) on Securities Central Depositories and Registration of Financial Instruments, or who is listed in a record of entitlements account pursuant to Chapter 4, Section 18, paragraphs 6-8 of the said Act, shall be deemed eligible to exercise the rights conferred by Chapter 4, Section 39 of the Companies Act (2005:551).