Articles of Association

AroCell AB (publ) Corporate ID No. 556596-6107

  1. Corporate name
    The registered name of the company is AroCell AB (publ).
  2. Registered office
    The registered office of the Board of Directors is in the municipality of Uppsala, Uppsala County, Sweden.
  3. Operations
    The object of the Company’s operations shall be research and development within cell biology and medicine for commercial applications such as cancer diagnostics, prognostics and treatment, and in any other activities compatible therewith.
  4. Share capital
    The share capital shall amount to no less than one million (1,000,000) Swedish kronor and not more than four million (4,000,000) Swedish kronor.
  5. Number of shares
    The number of shares shall not be fewer than 10 million (10,000,000) and not more than 40 million (40,000,000).
  6. Financial year
    The Company’s financial year shall be the calendar year.
  7. Board of Directors
    The Board of Directors shall comprise no fewer than three and no more than 8 members with a maximum of 3 deputy members. Members and deputy members shall be elected by the Annual General Meeting for the period extending to the close of the next Annual General Meeting of shareholders.
  8. Auditors
    For review of the Company Annual Report and accounting as well as the administration of the Board and Managing Director, at least one and not more than two auditors will be assigned at the Annual General Meeting.
  9. Annual General Meeting
    The following matters will be addressed at the Annual General Meeting:

    1. Election of Chairman of the Meeting.
    2. Preparation and approval of the list of shareholders entitled to vote at the meeting.
    3. Election of two persons to check the minutes of the meeting.
    4. Determination that the Meeting has been duly convened.
    5. Approval of the agenda
    6. Presentation of the Annual Report and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts if desired.
    7. Resolution regarding
      1. income statement and balance sheet and if desired the consolidated income statement and consolidated balance sheet
      2. appropriation of the Company’s profit or loss in accordance with the adopted balance sheet
      3. discharge from liability for the Board of Directors and the Managing Director
    8. Determination of the remuneration to be paid to the Board of directors and the auditors
    9. Election of members of the Board of Directors and if applicable, auditors
    10. Other business to be addressed by the Meeting  in accordance with the Swedish Companies Act (2005:551) or Articles of Association
  10. Participation in Annual General Meeting
    Shareholders intending to participate in the Annual General Meeting shall be included in the printout or other presentation of the list of shareholders in regard to status five working days prior to the Meeting, and notify the Company of their intention to attend not later than 16.00 hours of the day stipulated in the notice convening the Annual General Meeting, of which no more than 2 representatives of the shareholder may be assigned. The latter mentioned day must not be a Sunday, any public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and must not be more than five working days before the Meeting.
  11. Notice
    Notice of the General Meeting of Shareholders will be issued through an announcement in the Official Swedish Gazette (Post- and Inrikes Tidningar) and by making the notice available on the Company’s website. The company shall announce in Dagens Industri that notice has been issued.
  12. Record date provision
    The Company’s shares shall be registered in a CSD register pursuant to the Financial Instruments Act (1998:1479).

Adopted at the Annual General Meeting on May 3, 2013.