Articles of Association

Below Articles of Association was accepted on November 9th, 2020

Articles of association

§ 1 Company name

The company's name is Elicera Therapeutics AB. The company is public (publ).

§ 2 Seat of the Board

The board is based in Uppsala municipality.

§ 3 Operations

The company shall conduct operations within Life Science and operations compatible therewith.

§ 4 Share capital

The share capital must be a minimum of SEK 500 000 and a maximum of SEK 2 000 000.

§ 5 Number of shares

The number of shares shall be a minimum of 12 000 000 and a maximum of 48 000 000.

§ 6 Board

The board shall consist of a minimum of 3 and a maximum of 7 members with a maximum of 3 deputies.

§ 7 Auditors

The company must have a minimum of one and a maximum of two auditors with a maximum of two deputy auditors. An auditor or a registered auditing company shall be appointed as auditor and, where applicable, deputy auditor.

§ 8 Summons

Notice of the Annual General Meeting shall be given by advertising in Post- och Inrikes Tidningar and by keeping the notice available on the company's website. That a summons has been issued must also be announced in Svenska Dagbladet.

To be allowed to participate in the Annual General Meeting, shareholders must register with the company no later than the day specified in the notice convening the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting. Shareholders may bring assistants to the Annual General Meeting only if he or she notifies the number of assistants to the company in accordance with the procedure that applies to shareholders' registration at the Annual General Meeting.

§ 9 Venue for the Annual General Meeting

It must be possible to hold a general meeting in Uppsala or Stockholm.

§ 10 At the Annual General Meeting, the following matters shall be considered.

At the Annual General Meeting, the following matters shall be considered.

  1. Election of chairman of the meeting
  2. Establishment and approval of the ballot paper
  3. Approval of agenda
  4. Selection of one or two adjusters
  5. Examination of whether the meeting has been duly convened
  6. Presentation of the annual report and the auditor's report as well as, where applicable, the consolidated accounts and the consolidated auditor's report
  7. Decision on:
    a) approval of the income statement and balance sheet and, where applicable, the consolidated accounts and consolidated auditor's report;
    b) dispositions regarding the limited company's profit or loss according to the approved balance sheet; and
    c) discharge of liability for board members and the CEO.
  8. Determination of the number of board members and auditors as well as any deputy board and auditor deputies
  9. Determination of fees to board members and auditors
  10. Election of board members and auditors as well as any deputy board and auditor deputies
  11. Other matters, which are to be discussed at the Annual General Meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association

§ 11 Financial year

Fiscal year is January 1 - December 31.

§ 12 Reconciliation reservation
The company's shares must be registered in a record register in accordance with the Act (1998: 1479) on central securities depositories and accounting for financial instruments.