Articles of Association
BIOINVENT INTERNATIONAL AKTIEBOLAG (PUBL)
Reg. No. 556537-7263
§ 1 The name of the company is Bioinvent
International Aktiebolag (publ). The company is a public
company.
§ 2 The board of directors shall have its registered office in the municipality of Lund, the county of Skåne.
§ 3 The business activities of the company shall be to directly or indirectly through its subsidiaries or other associated companies, carry out research and development as well as manufacturing and trading mainly in the field of chemistry, and business related hereto.
§ 4 The share capital shall amount to no less than ten million (10.000.000) Swedish kronor (SEK) and no more than forty million (40.000.000) Swedish kronor (SEK).
§ 5 The number of shares shall be not less than twenty million (20,000,000) and not more than eighty million (80,000,000).
§ 6 All shares shall be of the same class and carry equal rights.
§ 7 In addition to the board members, who, pursuant to legal stipulations are appointed by a body other than the general meeting, the board of directors shall consist of no less than five (5) directors and no more than nine (9) directors, with no more than four (4) deputies. The board members shall be elected at a general meeting for the period up to and including the annual meeting held the year after the board member was elected.
§ 8 The financial year of the company shall be the calendar year.
§ 9 For the audit of the company's financial report and accounts as well as the administration of the board of directors and the managing director no less than one (1) and no more then three (3) authorised public accountants shall be appointed for a term stipulated by law.
§ 10 Notice convening a general meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette), in Sydsvenska Dagbladet and in Dagens Industri.
Notice convening an annual meeting and notice convening an extraordinary general meeting to decide upon the alteration of the articles of association shall take place at the earliest six weeks and at the latest four weeks prior to the meeting. A notice convening another extraordinary general meeting shall take place at the earliest six weeks and at the latest two weeks prior to the meeting.
In order to participate in the proceedings at a general meeting, shareholders shall be recorded in a printout or another presentation of the entire share register indicating conditions five weekdays prior to the meeting and notify the company of their intention to attend before 4.00 pm on the day specified in the notice. That day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the meeting.
§ 11 Annual meeting shall be held once a year.
At the annual meeting the following issues shall be dealt
with.
1. Preparation and adjustment of the voting list;
2. Election of two persons to check the minutes;
3. Examination of whether or not the meeting has been duly
convened;
4. Approval of the agenda;
5. Presentation of annual report and auditor's report and, where
applicable, the group accounts and auditor's report for the
group;
6. Resolutions in respect of
a. adoption of the profit and loss account and balance sheet and,
where applicable, the consolidated profit and loss account and
consolidated balance sheet;
b. allocation of the company's profit or loss;
c. discharge from liability of the directors and the chief
executive officer;
7. Determination of the number of directors, deputy directors
and, where applicable, auditors;
8. Determination of directors' fees and, where applicable,
auditors' fees;
9. Election of directors and, where applicable, auditors;
and
10. Other issue to be dealt with at the meeting according to the
Companies Act or the articles of association.
§ 12 The shares in the company shall be recorded in a control register according to the Act (1998:1479) on Account-Keeping of Financial Instruments.
_______________
These Articles of Association have been adopted at the Annual Meeting of Shareholders on 24 April 2006.