Articles of Association
Articles of Association for Genovis AB (publ)
Swedish Corporate Identity No. 556574-5345 adopted at the AGM on May 16, 2023
1. Name
The company’s name is Genovis Aktiebolag (publ).
2. Seat of the Board
The Board shall be seated in the Municipality of Kävlinge..
3. The enterprise
The company shall conduct, through the acquisition of all or parts of companies, intellectual property rights and through in-house research and development, the commercialization of high technology products and methods within biotechnology and medical technology as well as own and administer securities and real estate as well as enterprises compatible with such.
4. Share capital
The share capital shall comprise at the lowest five million two hundred fifty thousand (5,250,000) SEK and at the highest twenty one million (21,000,000) SEK.
5. Number of shares
The number of shares shall be at the lowest twenty one million (21,000,000) and at the highest eighty four million (84,000,000).
6. Board
The Board shall consist of three (3) to ten (10) members with at most five (5) alternates.
7. Auditors
The company shall have a minimum of one (1) and a maximum of two (2) auditors with or without deputy auditors. An authorized public accountant or a registered auditing company shall be appointed as auditor.
8. Summons
Summons to the company’s General Meeting shall take place through announcement in Post och Inrikes Tidningar as well as on the company's website. That notice has been given shall be announced in Dagens Industri.
In order to participate in the General Meeting, shareholders must send a notification to the company concerning such on the day that is specified in the summons to the meeting. This day shall not be a Sunday, other normal holiday, Saturday Midsummer’s Eve, Christmas Eve or New Year’s Eve and shall not be earlier than the fifth working day before the meeting. The company’s General Meeting can be held at the following locations, Kävlinge and Lund.
9. Annual General Meeting
The Annual General Meeting is held each year within six months from the end of the fiscal year. At the Annual General Meeting, the following items will be processed:
- Election of Chairman for Annual General Meeting
- Adjustment of voting list
- Approval of agenda
- Election of person to verify the minutes
- Testing of whether the Annual General Meeting has been properly convened
- Submission of annual accounts and auditor’s report as well as if such should be the case the group annual accounts and the group auditor’s report.
- Decision concerning ratification of income statement and balance sheet and if such should be the case the group income statement and group balance sheet.
- Decision concerning disposition of the company’s surplus or deficit as per the ratified balance sheet
- Decision concerning release from liability for board members and CEO
- Determination of the number of board members and alternates who will be elected by the Annual General Meeting
- Establishment of remuneration for the Board
- Establishment of remuneration for the Auditor
- Election of Board and of the Chairman of the Board
- Election of, if such should be the case, the Auditor
- Other business that arises at the Annual General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
10. Voting rights at Annual General Meeting
At a General Meeting, a voter shall be entitled to vote the full number of the shares owned and represented, without any limitation on the number of votes.
11. Fiscal year of the company
The company’s fiscal year shall be the calendar year.
12. Record day provision
The company’s shares shall be registered in a reconciliation register pursuant to the Swedish Financial Instruments Accounting Act (1998:1479).