Articles of Association

Articles of Association Genovis AB (publ.)

Swedish Corporate Identity No. 556574-5345 adopted at the AGM on May 5, 2020

1. Name

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

2. Seat of the Board

The Board shall be seated in the Municipality of Lund.

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 Annual General Meeting shall take place through announcement in Post och Inrikes Tidningar. That notice has been given shall be announced in Dagens Industri. In order to participate in the Annual General Meeting, shareholders must send a notification to the company concerning such before 12:00 noon 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.

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:

  1. Election of Chairman for Annual General Meeting
  2. Adjustment of voting list
  3. Approval of agenda
  4. Election of person to verify the minutes
  5. Testing of whether the Annual General Meeting has been properly convened
  6. 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.
  7. Decision concerning ratification of income statement and balance sheet and if such should be the case the group income statement and group balance sheet.
  8. Decision concerning disposition of the company’s surplus or deficit as per the ratified balance sheet
  9. Decision concerning release from liability for board members and CEO
  10. Determination of the number of board members and alternates who will be elected by the Annual General Meeting
  11. Establishment of remuneration for the Board
  12. Establishment of remuneration for the Auditor
  13. Election of Board and of the Chairman of the Board
  14. Election of, if such should be the case, the Auditor
  15. 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 an Annual 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).

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