Articles of Association

Articles of Association Genovis AB (publ.), corporate identity no. 556574-5345

Adopted at the Annual General Meeting on May 5, 2015.

1. Company

The name of the company is Genovis Aktiebolag (publ).

2. Registered Office

The Board of Directors shall have its registered office in Lund Municipality.

3. Operations

The Company shall engage in business, through the acquisition of all or part of businesses and intellectual property and through its own research and development, through commercialization of high-tech products and methods in biotechnology and medical technology, as well as by owning and managing securities and immovable property and other related operations.

4. Share Capital

Share capital shall amount to a minimum of five million two hundred fifty thousand Swedish kronor (SEK 5,250,000) and a maximum of twenty-one million Swedish kronor (SEK 21,000,000).

5. Number of Shares

The number of shares shall be a minimum of twenty-one million (SEK 21,000,000) and a maximum of eighty-four million (84,000,000).

6. Board of Directors

The Board shall consist of three (3) to ten (10) members, with a maximum of (5) five deputies.

7. Auditors

The Company shall appoint one (1) auditor, with or without a deputy, or a registered accounting firm for examination of the Company's annual accounts, as well as the administration of the Board of Directors and the Chief Executive Officer. The auditor and deputy auditor shall be authorized auditors. The appointment as auditor shall apply until the close of the General Meeting, which is held during the fourth financial year after the election of the auditor. Where the same auditor is reappointed, the Meeting may determine that the appointment shall apply until the close of the Annual General Meeting held during the third financial year after the appointment of the auditor.

8. Notice

Invitations to shareholders’ meetings shall be extended through an announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website. An announcement to this effect shall be made in the newspaper Dagens Industri. 

For entitlement to participate in a shareholders’ meeting, shareholders shall notify the Company by no later than 12:00 noon on the date stated in the invitation This date 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 five weekdays prior to the shareholders’ meeting.

9. Annual General Meeting

The Annual General Meeting is held annually within six months of the close of the financial year. The following matters shall be considered at the Annual General Meeting:

  • Election of Chairman of the Meeting.
  • Approval of the voting list.
  • Approval of the agenda.
  • Election of individuals to verify the minutes.
  • Determination as to whether the Meeting has been duly convened.
  • Presentation of the annual accounts and auditor’s report, and where applicable, the consolidated annual accounts and consolidated auditor's report.
  • Resolution regarding approval of the Income Statement and Balance Sheet and where applicable, the consolidated income statement and the Consolidated Balance Sheet.
  • Resolution regarding appropriation of the Company’s profit or loss in accordance with the adopted balance sheet.
  • Resolution to discharge the Board and the Chief Executive Officer from liability.
  • Determination of the number of Board members and deputy members to be elected by the Meeting.
  • Determination of fees to the Board of Directors.
  • Determination of remuneration to the auditor.
  • Election of the Board of Directors and Chairman of the Board.
  • Election of the members of the Board of Directors and where applicable, the auditor.
  • Other matters raised at the meeting pursuant to the Swedish Companies Act or the Articles of Association.

10. Voting rights at the Annual General Meeting

At the Annual General Meeting, each registered voter is entitled to vote for the full number of shares owned and represented.

11. Financial Year

The Company's financial year shall be the calendar year.

12. Registration Clause

The shares of the Company shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).

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