Articles of association | Elicera Therapeutics AB

Articles of Association

§ 1 Company Name
The company’s name is Elicera Therapeutics AB. The company is public (publ).

§ 2 Registered Office
The board of directors shall have its registered office in Uppsala Municipality.

§ 3 Operations
The company shall engage in activities within the Life Science sector and other related activities.

§ 4 Share Capital
The share capital shall amount to not less than SEK 2,000,000 and not more than SEK 8,000,000.

§ 5 Number of Shares
The number of shares shall amount to not less than 48,000,000 and not more than 192,000,000.

§ 6 Board of Directors
The board of directors shall consist of no fewer than three and no more than seven members, with no more than three deputy members.

§ 7 Auditors
The company shall have no fewer than one and no more than two auditors, with no more than two deputy auditors. An authorized public accountant or a registered accounting firm shall be appointed as auditor and, if applicable, as deputy auditor.

§ 8 Notice of General Meeting
Notice of a general meeting shall be given by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company’s website. An announcement that the notice has been issued shall also be published in Svenska Dagbladet.

To be entitled to participate in the general meeting, shareholders must notify the company no later than the date specified in the notice of the meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not be earlier than the fifth weekday prior to the meeting. Shareholders may be accompanied by advisors at the general meeting only if they notify the company of the number of advisors in accordance with the same procedure as for notification of attendance.

§ 9 Location of General Meeting
General meetings may be held in Uppsala or Stockholm.

§ 10 Matters at the Annual General Meeting
The following matters shall be addressed at the Annual General Meeting:

Election of chair of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Determination of whether the meeting has been duly convened
Presentation of the annual report and the auditor’s report and, if applicable, the consolidated financial statements and the auditor’s report for the group
Resolutions on:
a) adoption of the income statement and balance sheet and, if applicable, the consolidated financial statements;
b) appropriation of the company’s profit or loss according to the adopted balance sheet; and
c) discharge of liability for board members and the CEO
Determination of the number of board members and auditors and any deputy board members and deputy auditors
Determination of remuneration to board members and auditors
Election of board members and auditors and any deputies
Other matters to be addressed at the meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association

§ 11 Postal Voting
The board of directors may collect proxies pursuant to the procedure specified in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The board may also, prior to a general meeting, decide that shareholders shall be able to exercise their voting rights by post in accordance with Chapter 7, Section 4a of the Swedish Companies Act.

§ 12 Digital General Meetings
The board of directors may decide that a general meeting shall be held digitally in accordance with Chapter 7, Section 15 of the Swedish Companies Act.

§ 13 Financial Year
The company’s financial year shall be January 1 – December 31.

§ 14 CSD Clause
The company’s shares shall be registered in a CSD (Central Securities Depository) register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

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