Articles of Association

N.B. The English version is an unofficial translation. In case of discrepancies the Swedish original (see below) shall prevail.

Articles of Association for Prostatype Genomics AB ( 5567260285) adopted at an extraordinary general shareholders’ meeting on 7 December 2023.

1 § Name

The company’s name is Prostatype Genomics AB. The company is public (publ).

2 § Registered office

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

3 § Object of the company’s business

The company conducts research and development of medical technology products and pharmaceuticals.

4 § Share capital

The company’s share capital shall be not less than SEK 6,000,000 and not more than SEK 24,000,000.

5 § Number of shares

The company shall have not less than 600,000,000 shares and not more than 2,400,000,000 shares.

6 § Board of directors

The board of directors shall consist of not less than three (3) members and not more than eight (8) members, with no deputy members.

7 § Auditor

For the statutory audit of the company’s annual report together with the accounts and the administration of the board and the managing director, one (1) auditor or audit firm and no deputy auditor is appointed.

8 § Notice of shareholders’ meeting

Notice of a general meeting must always be made through advertising in Post- och Inrikes Tidningar and on the company’s website, and must be announced in Dagens Industri. If publication of Dagens Industri were to cease, announcement must take place through Svenska Dagbladet.

9 § Notice of shareholders’ meeting

Shareholders who wish to participate in the general meeting must report to the company no later than the day stated in the notice to the general meeting. This day must not be Sunday, another public holiday, Saturday; Midsummer’s Eve, Christmas Eve or New Year’s Eve and 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 § Items at annual shareholders’ meetings

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

The following items shall be addressed at annual shareholders’ meetings:

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the electoral roll;
  3. Election of one or two adjustment officers;
  4. Determination of whether the meeting was duly convened;
  5. Approval of the agenda;
  6. Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. Resolutions
    1. regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet,
    2. regarding appropriation of the company’s accumulated result in accordance with the adopted balance sheet;
    3. regarding discharge of the members of the board of directors and the managing director from liability;
  8. Determination of fees for members of the board of directors and auditors;
  9. Election of the members of the board of directors and auditors or audit firm;
  10. Election of the members of the board of directors and auditors or audit firm;
  11. Any other matters that need to be treated at the General Meeting according to the Swedish Companies Act (2005:551) or the company’s Articles of Association.

11 § Financial year

The company’s financial year shall 1 January to 31 December.

12 § General Meeting

The general meeting can also be held in Solna.

13 § Reconciliation reservation

The company’s shares must be registered in a reconciliation register according to the law (1998:1479) central securities depositories and accounts of financial instruments (reconciliation reservation).