Articles of Association

Articles of Association of Coegin Pharma AB.    

Reg.no. 559078-0465

§1 Company name

The name of the Company is Coegin Pharma AB. The Company is public (publ).

§2 Registered office

The Board of Directors has its registered office  in the city of Lund, Skåne county.

§3 Objects

The Company shall conduct research and development of pharmaceuticals and diagnostic methods for treatment of cancer and inflammatory diseases, commercialization thereof, and activities compatible therewith. Moreover, the Company shall supply consultancy and management services within pharmaceutical development. Furthermore, the Company may hold and manage tangible and intangible assets and engage in any activities compatible therewith.

§4 Share capital

The share capital shall be no less than SEK 22,500,000 and no more than SEK 90,000,000.

§5 Number of shares

The number of shares shall be no less than 500,000,000 and no more than 2,000,000,000.

§6 Board of Directors

The Board of Directors shall comprise no less than three and no more than seven board members, with no alternates.

§7 Auditors

To examine the Company's Annual Report and accounts, as well as the administration of the Company's affairs by the Board of Directors and the Managing Director, one or two auditors with or without deputies, or a registered audit firm, shall be appointed.

§8 Notice to attend general meetings

Notices convening General Meetings shall be published in "Post- och Inrikes Tidningar" and by keeping the notice of the meeting available on the company's website. The fact that notice has been published shall be advertised in "Dagens Industri". In the event that Dagens Industri were to cease, the notice shall be published in "Dagens Nyheter" instead.

§9 Notification of participation in general meeting

Shareholders, which has been entered in the share register in the manner prescribed in Chapter 7. 28 § 3 paragraph of the Swedish companies act, wishing to participate in the proceedings of the general meeting shall give notice of their attendance to the company by the date specified in the notice convening the meeting. The latter day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and shall not be more than five working days before the meeting.

Shareholders are entitled to be accompanied by one or two assistants at the general meeting, provided that the shareholder has notified the Company to this effect as set out in the previous paragraph.

§10 Annual General Meeting

The Annual General Meeting shall be held annually and within six (6) months after the end of the financial year.

The Annual General Meeting shall resolve on the following matters:

  1. Election of the Chairman of the general meeting.
  2. Establishment and approval of the list of voters.
  3. Approval of the agenda.
  4. Appointment of one or two persons to verify the minutes of the meeting.
  5. Determination of whether the general meeting was duly convened.
  6. Presentation of the annual accounts and the Auditor's Report, and, when applicable, of the consolidated accounts and Auditor's Report.
  7. Resolutions
       a) Adoption of the income statement and balance sheet and when applicable, the consolidated income statement and consolidated balance sheet;,
       b) on allocations in respect of profit or loss according to the adopted balance sheet;
       c) Discharge of the members of the board and CEO from liability to the company;
  8. Establishment of the number of Board members and the number of auditors and deputy auditors.
  9. Establishment of fees for the Board of Directors and the auditors.
  10. Election of the Board of Directors and auditors, audit firm and deputies.
  11. Any other business to be addressed by the meeting in accordance with the Swedish Companies Act or the company's articles of association.

§11 Financial year

The Company's financial year shall be from January 1th to December 31th.

§12 CSD Clause

The Company's shares shall be registered in a CSD (Central Securities Depositary) register under the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).