Articles of Association

Articles of Association EQL Pharma AB (publ) Org.nr. 556713-3425

§1 Company name

The company name is EQL Pharma AB. The company is a public company (publ).

§2 Seat of the Board

The Board shall have its seat in Lund municipality.

§ 3 Activities

The limited company’s operations shall be to manufacture, develop, trade in medical, diagnostic, pharmaceutical and chemical-technical products, acquire and grant licenses and agencies for such products and activities compatible therewith. The company must also engage in financial activities, except for activities referred to in the Banking Act or the Credit Market Companies Act.

§ 4 Share Capital

The share capital shall amount to a minimum of SEK 534,897 and a maximum of SEK 2,139,588.

§ 5 Number of Shares

The number of shares shall be a minimum of 11,886,600 and a maximum of 47,546,400.

§ 6 Board

The Board shall consist of a minimum of three and a maximum of eight Board members.

§ 7 Auditor

For review of the company’s annual report and the administration of the Board and the Managing Director, one or two auditors, with or without deputies, or a registered auditing company shall be appointed.

§ 8 Notice of Annual General Meeting

Notice of a General Meeting shall always be given by advertising in Post-och Inrikes Tidningar and on the company’s website. That a notice has been issued shall be announced in Svenska Dagbladet. If the publication of Svenska Dagbladet were to cease, the advertising would instead take place through Dagens Industri.

§ 9 Registration for the meeting

Shareholders who have registered with the company no later than the date specified in the notice convening the General Meeting have the right to participate in the General 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 General Meeting. If shareholders intend to bring assistants, the number of assistants must be stated in the notification.

§ 10 Annual General Meeting

The Annual General Meeting shall be held annually within six (6) months after the end of the financial year. The following matters shall be discussed at the Annual General Meeting:

1. Election of chairman at the meeting.
2. Establishment and approval of the ballot paper.
3. Approval of the agenda.
4. Election of one or two adjusters.
5. Examination of whether the meeting has been duly convened.
6. Presentation of the annual report and auditor’s report as well as any case consolidated accounts and consolidated auditor’s report.
7. Resolution on
   1. approval of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
   2. dispositions regarding the company’s profit or loss according to the approved balance sheet; and
   3. discharge from liability of the members of the Board of Directors and the CEO.
8. Determination of the number of Board members, deputy Board members and of the number of auditors and deputy auditors.
9. Determination of fees to the Board and the auditors.
10. Election of the Board and any deputy Board members as well as auditors or auditing companies and any deputy auditors.
11. Other matters, which come to the meeting in accordance with the Swedish Companies Act or the Articles of Association.

§ 11 Financial year

The limited company’s financial year shall be 0401 – 0331.

§ 12 Reconciliation reservation

The company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (1998:1479).