ARTICLES OF ASSOCIATION
§ 1 The corporate name of the Company is: Kancera AB. The Company is a public company (publ).
§ 2 The Company shall conduct research and development within the field of medicine, market and sell medical services and products, and also conduct other operations in connection thereto.
§ 3 The Company’s registered office shall be in the municipality of Stockholm.
§ 4 The Company’s share capital shall be not less than SEK 800,000 and not more than SEK 3,200,000.
§ 5 The number of shares shall be no less than 9,600,000 and no more than 38,400,000.
§ 6 The Board of Directors shall consist of no fewer than three (3) and no more than eight (8) members, with no deputy members.
§ 7 The Company shall have one (1) or two (2) auditors, or a registered public accounting firm.
§ 8 Notice convening an Annual General Meeting, and notice convening an extraordinary General Meeting where a change to the articles of association will be dealt with, shall be given not earlier than six (6) and not later than four (4) weeks prior to the meeting. Notice convening other extraordinary General Meetings shall be given not earlier than six (6) weeks and not later than two (2) weeks prior to the meeting. Notice of a General Meeting shall be made by announcement in Post- och Inrikes Tidningar and Svenska Dagbladet. Shareholders wishing to participate in the proceedings at a General Meeting shall, firstly, be registered as a shareholder in a print-out or other presentation of the full share register relating to the circumstances at hand five (5) working days before the meeting and, secondly, shall notify the Company not later than at 16.00 on the date specified in the notice convening the General Meeting. Such a date shall not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor must it be any earlier than five (5) working days before the meeting.
A shareholder may be accompanied at the General Meeting by one (1) or two (2) assistants, provided that the shareholder has given notice thereof in accordance with the previous section.
§ 9 The Annual General Meeting shall be held annually before the end of June. The following items shall be dealt with at this meeting:
1. Appointment of Chairperson for the meeting.
2. Drafting and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and the auditor’s report and, where applicable, the consolidated annual report and the auditor’s report for the Group.
a. concerning adoption of the profit and loss statement and balance sheet and, where appropriate, the consolidated income statement and consolidated balance sheet
b. concerning discharge from liability of the members of the Board of Directors and CEO
c. concerning allocation of the company’s profit or loss as per the adopted balance sheet
8. Determination of the number of members of the Board of Directors and, where appropriate, the number of auditors.
9. Determination of the fee to the Board of Directors and auditors.
10. Election of members of the Board of Directors and, where appropriate, election of auditors.
11. Any other business arising for the meeting in accordance with the Swedish Companies Act (2005:551).
§ 10 The Company’s financial year shall cover the period from 1 January to 31 December.
§ 11 The company’s shares shall be registered in the VPC register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).