Articles of Association

Adopted at the Annual General Meeting on June 10, 2020.

NB: The English text is an unofficial translation.

§ 1 Name

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

§ 2 Registered office

The registered office of the Board of directors shall be in the municipally of Helsingborg.

§ 3 Business activity

The company shall offer researchers and entrepreneurs expertise and support in science, clinical science, research, and funding to develop life science seed companies, including such that engage in activities compatible therewith.

§ 4 Share capital

The share capital shall be no less than SEK 750,000 and no more than SEK 3,000,000.

§ 5 Number of shares

The number of shares shall be no less than 1,500,000 and no more than 6,000,000.

§ 6 Board of directors and auditors

The Board of directors shall consist of no less than three (3) and no more than ten (10) members with no more than ten (10) deputies.

The Board is elected annually at the Annual General Meeting for the time up to the end of the next Annual General Meeting.

One (1) or two (2) auditors with or without deputy auditors are elected at the Annual General Meeting.

§ 7 Summons to General Meeting

Notice to convene a General Meeting shall be published in the Swedish National Gazette (Post- och Inrikes Tidningar) and on the company’s website. That notice has been given shall be announced in Dagens Industri.

To be allowed to participate in the General Meeting, shareholders shall notify the company no later than the date specified in the notice convening the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting.

§ 8 Annual General Meeting

The Annual General Meeting is held annually within 6 months after the end of the fiscal year. At the Annual General Meeting the following matters shall be processed:

  1. Election of Chairman of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one (1) or two (2) persons to verify the minutes
  5. Determination as to whether the meeting has been duly convened
  6. Presentation of the submitted Annual Report and Auditor’s Report and, if applicable, the consolidated financial statements and the Auditor’s Report on the consolidated financial statements
  7. Resolutions:
  8. on the adoption of the income statement and balance sheet and, if applicable, the consolidated profit and loss statement and consolidated balance sheet
  9. on the allocation of the company’s profit or loss on the approved balance sheet
  10. on the discharge from liability for the Board members and the CEO
  11. Determination of the fees for the Board of directors and the auditors
  12. Election of Board of directors and auditors and, if applicable, deputy auditors
  13. Any other matter that shall be processed by the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.

At the General Meeting everyone entitled to vote may vote for the entire number of shares owned and represented by him, without limitation in the number of votes.

§ 9 Venue for General Meeting

A General Meeting can, in addition to Helsingborg, be held in Lund, Gothenburg, Stockholm or Uppsala.

§ 10 Fiscal year

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