Articles of association

Org. No. 556596-6107
Adopted at the AGM 16 June 2019.

1 Name of company

The name of the company is AroCell AB. The Company is a public company (publ).

2 Registered office of the company

The registered office of the company is situated in Uppsala, Sweden.

3 Objects of the company

The object of the company’s activities shall be research and development in cell biology and medicine for commercial applications such as cancer diagnostics, prognosis and treatment and marketing and sales of the company’s products and services and other related activities.

4 Share capital

The share capital shall be at least SEK 3,000,000 and no more than SEK 12,000,000.

5 Number of shares

The number of shares shall be at least 30,000,000 and not more than 120,000,000.

6 Fiscal year

The company’s fiscal year shall be the calendar year.

7 Board of directors

The Board shall consist of a minimum of three and a maximum of eight members with a maximum of three alternates. The members and alternates are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.

8 Auditor

For review of the company’s annual accounts together with the accounts, as well as the administration of the Board of Directors and the Managing Director, the Annual General Meeting shall appoint at least one and not more than two auditors.

9 Annual General Meeting

At the Annual General Meeting, the following matters shall be addressed:

  1. Election of Chairman of the Meeting.
  2. Preparation and approval of the voting register.
  3. Election of one or two persons to attest the minutes.
  4. Determination of whether the meeting was duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor´s report and, where applicable, the consolidated accounts and auditor’s report for the group.
  7. Resolutions regarding:
    a) Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
    b) Allocation of the company’s profit or loss according to the adopted balance sheet.
    c) Discharge from liability for board members and the managing director.
  8. Determination of fees to the Board of Directors and the auditors.
  9. Election of the Board of Directors and, if applicable, auditors.
  10. Any other business incumbent on the meeting according to the Swedish Companies Act (2005: 551) or the Articles of Association.

10 Registration for meeting

Shareholders who wish to participate at a shareholders’ meeting shall be registered as shareholders on a transcript of the entire share register that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than 16:00 on the date stipulated in the notice convening the shareholders’ meeting. The latter day may not be Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year’s Eve and not earlier than the fifth weekday before the meeting. If a shareholder wishes to be joined by proxy (not more than two proxies) at the shareholders’ meeting, the number of proxies must be stated in the notice of participation.

11  Notice

Notice of shareholders’ meetings shall be published in the Swedish Official Gazette and by making the notice available on the company’s website. At the same time as the notice convening the shareholders meeting is distributed, the company must announce that a notice has been issued through advertising in Dagens Industri.

12 Reconciliation reservations

The Company’s shares shall be registered in a securities register in accordance with the Swedish Securities Register and Financial Instruments Accounts Act (1998:1479).