BOLAGSORDNING FÖR CARDEON AB (PUBL) (559176–3106)
§ 1 Company name
The company’s name is Cardeon AB (publ).
§ 2 Seat
The board shall have its seat in the municipality of Lund.
§ 3 Operation
The company shall conduct consulting and financing activities for growth companies in medicine, biotechnology and the medical industry, financial and legal advice regarding product identification and market segments, own and manage property and securities and engage in activities compatible therewith.
§ 4 Share capital
The share capital shall be a minimum of SEK 1 million (1,000,000) and a maximum of SEK 4 million (4,000,000).
§ 5 Number of shares
The company must have a minimum of two hundred million (200,000,000) and a maximum of eight hundred million (800,000,000) shares.
§ 6 Reconciliation reservation
The shareholder or nominee who on the record date is entered in the share register and recorded in a record register, according to ch. the Act (1998: 1479) on central securities depositories and accounting of financial instruments or the one that is recorded in a reconciliation account according to ch. § 18 first paragraph 6-8 mentioned law, shall be assumed to be competent to exercise the rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).
§ 7 Board
The board shall consist of a minimum of three and a maximum of eight members without deputies. The Board is elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.
§ 8 Accountant
An auditor shall be appointed to review the company’s annual report and accounts as well as the Board of Directors’ and the CEO’s administration.
§ 9 Notice of the Annual General Meeting
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. Information that a summons has been issued shall be announced in Svenska Dagbladet.
§ 10 Registration for the meeting
Shareholders who wish to participate in the Annual General Meeting must notify the company no later than the date specified in the notice convening the meeting. The latter day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not be held earlier than the fifth weekday before the meeting.
§ 11 Proxy collection and postal voting
The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005: 551).
Prior to a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.
§ 12 Matters at the Annual General Meeting
The following matters shall always be present at the Annual General Meeting:
1. Election of chairman of the meeting.
2. Establishment and approval of the ballot paper.
3. Approval of agenda.
4. Selection of one or more protocol adjusters.
5. Examination of whether the meeting has been duly convened.
6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated accounts and the consolidated auditor’s report.
7. Decision regarding
a) Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b) Outline of the company’s results according to the approved annual report, and
c) Discharge of liability for the members of the Board and the CEO.
8. Determination of fees to the Board and auditor.
9. Election of the board, deputy board members, auditor and, where applicable, deputy auditor.
10. Other matters that come before the meeting in accordance with the Swedish Companies Act (2005: 551) or the Articles of Association.
§ 13 Financial year
The company’s financial year shall be a calendar year.