Corporate Governance

Articles of Associations

for PledPharma AB (publ)
Reg.No. 556706-6724

§ 1 Name

The company’s name is PledPharma AB (publ).

§ 2 Registered office

The company’s registered office shall be situated in the municipality of Stockholm.

§ 3 Objects of the company’s business

The object of the company’s business is to conduct research and development of pharmaceutical products and other activities compatible therewith.

§ 4 Share capital

The share capital shall be not less than SEK six hundred fifty thousand (650 000) and not more than SEK two millions and six hundred thousand (2 600 000).

§ 5 Shares

The number of shares shall not be less than thirteen million (13 000 000) and not more than fifty two million (52 000 000).

§ 6 Board of directors and auditors

The board of director shall consist of not less that three (3) and not more than nine (9) members. The company shall have not less that one (1) and not more than two (2) auditors with or without deputy auditors or a registered public accounting firm.

§ 7 Notice of shareholders’ meeting

Notice to attend shareholders’ meetings shall be made through advertisements in the Swedish Official Gazette (SW: Post- och Inrikes Tidningar) and on the Company’s website. The fact that a notice to attend a meeting has been issued shall be advertised in the Swedish daily newspaper Svenska Dagbladet. If the publishing of Svenska Dagbladet would cease, announcement shall instead be made in an advertisement in Dagens Nyheter.

§ 8 Shareholders right to participate in the shareholders’ meeting
Shareholders who wish to participate in the shareholders’ meeting, must be listed in printouts or other representation of the entire share register concerning the circumstances five weekdays before the meeting, and must notify the company not later than 12:00 the day set forth in the notice of the meeting. The last-mentioned day must not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the meeting.

§ 9 The shareholders’ meeting

Shareholders’ meeting shall be held not later than six months from the end of the fiscal year.

The following matters shall be addressed at the shareholders’ meeting:
1) Election of a chairman for the meeting;
2) Preparation and approval of the voting list;
3) Approval of the agenda;
4) Election of one or two persons who shall approve the minutes of the meeting;
5) Determination of whether the meeting has been duly convened;
6) Presentation of the submitted annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group.
7) Resolutions regarding:
a. the adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet,
b. allocation of the company’s profits or losses in accordance with the adopted balance sheet,
c. discharge of the members of the board and the managing director from liability.
8 ) Determination of fees for members of the board of directors and, where applicable, auditors.
9) Election of board members and, where applicable, accounting firm or auditors and prospective deputy auditors.
10) Other matters as set out in the Swedish Companies Act (2005:551) or in the company’s articles of association.

§ 10 Record company
The company’s shares shall be registered in a securities register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).

§ 11 Financial year

The company’s financial year comprise 1 January – 31 December.
__________________

Adopted at PledPharmas’ shareholders’ meeting April 25, 2017