Articles of Association

Articles of Association

§ 1 Company Name
The name of the company is Elicera Therapeutics AB. The company is a public company (publ).

§ 2 Registered Office
The Board of Directors shall have its registered office in the municipality of Uppsala.

§ 3 Business Activities
The company shall engage in activities within Life Science and other activities compatible therewith.

§ 4 Share Capital
The share capital shall amount to not less than SEK 1,400,000 and not more than SEK 5,600,000.

§ 5 Number of Shares
The number of shares shall be not less than 35,000,000 and not more than 140,000,000.

§ 6 Board of Directors
The Board of Directors shall consist of not less than three and not more than seven members, with no more than three deputy members.

§ 7 Auditors
The company shall have not less than one and not more than two auditors, with no more than two deputy auditors. An authorized public accountant or a registered audit 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 Official Swedish Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company’s website. An announcement that notice has been given shall also be published in Svenska Dagbladet.

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 must not fall on a Sunday, another public holiday, a Saturday, Midsummer Eve, Christmas Eve, or New Year's Eve, and must not be earlier than the fifth weekday before the meeting. Shareholders may bring assistants to the general meeting only if the number of assistants is notified to the company in accordance with the procedure applicable for notification of shareholders' participation.

§ 9 Place of General Meeting
General meetings shall be held in Uppsala or Stockholm.

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

1. Election of the chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Presentation of the annual report and the auditor’s report and, if applicable, the consolidated financial statements and the consolidated auditor’s report
7. Resolutions regarding:
   a) adoption of the income statement and balance sheet and, if applicable, the consolidated income statement and consolidated balance sheet;
   b) allocation of the company’s profit or loss in accordance with the adopted balance sheet; and
   c) discharge of the members of the Board of Directors and the CEO from liability.
8. Determination of the number of board members and auditors as well as deputy board members and deputy auditors, if applicable
9. Determination of fees to the board members and auditors
10. Election of board members and auditors, as well as any deputy board members and deputy auditors
11. Any other matters that shall be addressed at the Annual General Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.

§ 11 Financial Year
The financial year shall be January 1 – December 31.

§ 12 Record Day Provision
The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

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