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 (Reg.no 556726–0285) adopted at the general shareholders’ meeting on 22 October 2024.
1 § Name
The company’s name is Prostatype Genomics AB. The company is a public company (publ).
2 § Registered office
The registered office of the company is in Stockholm municipality.
3 § Object of the company’s business
The company objective is to, directly and indirectly, engage in research, development, and sales of medical devices and pharmaceuticals, own and manage stock and other securities, as well as activities related hereto.
4 § Share capital
The company’s share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
5 § Number of shares
The company shall have not less than 5,000,000 shares and not more than 20,000,000 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 without deputy auditors, shall be appointed.
8 § Notice of shareholders’ meeting
Notice of a general meeting must always be made through advertising in Post- och Inrikes Tidningar (the Official Swedish Gazette) 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 advisors, the number of advisors 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:
- Election of a chairman of the meeting;
- Preparation and approval of the electoral roll;
- Election of one or two persons to verify the minutes of the meeting;
- Determination of whether the meeting was duly convened;
- Approval of the agenda;
- Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
- Resolutions
- regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet,
- regarding appropriation of the company’s accumulated result in accordance with the adopted balance sheet;
- regarding discharge of the members of the board of directors and the managing director from liability;
- Determination of the number of board members and auditors
- Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors and auditors or audit firm;
- 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 CSD (central securities depository) register according to the Financial Instruments Accounts Act (1998:1479) central securities depositories and accounts of financial instruments (reconciliation reservation).