Articles of Association
BIOINVENT INTERNATIONAL AKTIEBOLAG (PUBL)
Reg. No. 556537-7263
§ 1 The name of the company is Bioinvent
International Aktiebolag. The company is a public company.
§ 2 The board of directors shall have its
registered office in the municipality of Lund, the county of
Skåne.
§ 3 The business activities of the company
shall be to directly or indirectly through its subsidiaries or
other associated companies, carry out research and development as
well as manufacturing and trading mainly in the field of chemistry,
and business related hereto.
§ 4 The share capital shall amount to no less
than thirty million (30.000.000) Swedish kronor (SEK) and no more
than one hundred and twenty million (120.000.000) Swedish
kronor (SEK).
§ 5 The number of shares shall be not less
than sixty million (60,000,000) and not more than two hundred
and forty million (240,000,000).
§ 6 All shares shall be of the same class and
carry equal rights.
§ 7 In addition to the board members, who,
pursuant to legal stipulations are appointed by a body other than
the general meeting, the board of directors shall consist of no
less than five (5) directors and no more than nine (9) directors,
with no more than four (4) deputies. The board members shall be
elected at a general meeting for the period up to and including the
annual meeting held the year after the board member was
elected.
§ 8 The financial year of the company shall
be the calendar year.
§ 9 For the audit of the company's financial
report and accounts as well as the administration of the board of
directors and the managing director no less than one (1) and no
more then three (3) authorised public accountants shall be
appointed for a term stipulated by law.
§ 10 Notice convening General Meetings shall
be given by announcement in the Official Swedish Gazette (Sw: Post-
och Inrikes Tidningar) and on the company's website. It shall be
announced in Sydsvenska Dagbladet and Dagens Industri that notice
of a General Meeting has been given.
In order to participate in the proceedings at a general meeting,
shareholders shall be recorded in a printout or another
presentation of the entire share register indicating conditions
five weekdays prior to the meeting and notify the company of their
intention to attend before 4.00 pm on the day specified in the
notice. That day 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 the fifth weekday prior to the
meeting.
§ 11 Annual meeting shall be held once a
year.
At the annual meeting the following issues shall be dealt
with.
1. Preparation and adjustment of the voting list;
2. Election of two persons to check the minutes;
3. Examination of whether or not the meeting has been duly
convened;
4. Approval of the agenda;
5. Presentation of annual report and auditor's report and, where
applicable, the group accounts and auditor's report for the
group;
6. Resolutions in respect of
a. adoption of the profit and loss account and balance sheet and,
where applicable, the consolidated profit and loss account and
consolidated balance sheet;
b. allocation of the company's profit or loss;
c. discharge from liability of the directors and the chief
executive officer;
7. Determination of the number of directors, deputy directors and,
where applicable, auditors;
8. Determination of directors' fees and, where applicable,
auditors' fees;
9. Election of directors and, where applicable, auditors; and
10. Other issue to be dealt with at the meeting according to the
Companies Act or the articles of association.
§ 12 The shares in the company shall be
recorded in a control register according to the Act (1998:1479) on
Account-Keeping of Financial Instruments.
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These Articles of Association have been adopted at the Annual
Meeting of Shareholders on 24 March 2011.