Investor Relations

Articles of Association, adopted at the Annual General Meeting on 25 May 2023: 

§1

The company’s company name is Kancera AB. The company is a public company (publ). 

§2

The company shall conduct research and development in the medical field, market and sell medical services and products, as well as engage in other activities compatible therewith.  

§3

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

§4

The Company’s share capital shall be not less than SEK 6,200,000 and not more than SEK 24,800,000.  

§5

The number of shares shall be not less than 79,200,000 and not more than 316,800,000. 

§6

The Board of Directors shall consist of a minimum of three and a maximum of eight members without deputies. 

§7

The company shall have one or two auditors or a registered accounting firm. 

§8

Notice of the Annual General Meeting and the Extraordinary General Meeting at which amendments to the Articles of Association will be addressed shall be issued no earlier than six and no later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued no earlier than six and no later than two weeks prior to the meeting. 

Notice of General Meetings shall be made by announcement in the Post- och Inrikes Tidningar (Swedish Official Gazette) and on the company’s website, as well as by announcement with information that notice has been given in Svenska Dagbladet.  

Shareholders who wish to participate in the general meeting must be listed in a printout or other presentation of the entire share register on the record date for the general meeting, as determined in accordance with the Swedish Companies Act, and by notification to the company no later than the date specified in the notice convening the general meeting. The latter day may not be a Sunday, nor other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the general meeting.  

Shareholders may be accompanied by one or two assistants at a general meeting, but only if the shareholder has notified the company of their intention in accordance with the preceding paragraph.  

§9

The Annual General Meeting shall be held annually at the end of June.  

At this meeting, the following matters shall be discussed: 

1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list. 
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, of the consolidated financial statements and the auditor’s report on the consolidated financial statements. 
7. Decision points 
   1. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet 
   2. discharge from liability for the Board of Directors and the CEO 
   3. appropriation of the company’s profit or loss in accordance with the adopted balance sheet.  
8. Determination of the number of members of the Board of Directors and, where applicable, the number of auditors. 
9. Determination of fees to be paid to the Board of Directors and the auditors. 
10. Election of members of the Board of Directors and, where applicable, auditors. 
11. Other business to be addressed by the meeting in accordance with the Swedish Companies Act (2005:551)

§10.

The company’s financial year shall cover the period 1 January – 31 December.  

§11

The company’s shares shall be registered in a CSD register in accordance with the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).  

In accordance with the Swedish Companies Act, the Annual General Meeting is the Company’s highest decision-making body. At the Annual General Meeting, the shareholders exercise their voting rights on key issues, such as approval of income statements and balance sheets, disposition of the Company’s profits, granting discharge from liability to the Board and the CEO, election of board members and auditors and remuneration to the board and auditors.

In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened. In accordance with the Articles of Association, notice of the Annual General Meeting and Extraordinary General Meeting are published in Post- och Inrikes Tidningar and Svenska Dagbladet.

Right to attend the Annual General Meeting

All shareholders who are directly registered in the share register kept by Euroclear Sweden AB five working days before the Annual General Meeting and who have notified the Company of their intention to participate (with any assistants) in the Annual General Meeting no later than the date and time specified in the notice of the Annual General Meeting have the right to attend the Annual General Meeting and vote according to the number of shares they hold.

Shareholders can participate in the Annual General Meeting in person or through a representative and can also be assisted by a maximum of two people. Normally, shareholders are able to register for the Annual General Meeting in several different ways, which are stated in the notice convening the meeting.

Initiatives from shareholders

Shareholders who wish to have a matter considered at the Annual General Meeting must submit a written request to the Board. The request must normally have been received by the Board no later than seven weeks before the Annual General Meeting.

The Board currently has no remuneration committee, audit committee or any other committee. Instead, it is the Board’s view that the tasks that would otherwise be performed by the committees are for the time being better performed by the Board as a whole. The Board will continuously consider the need to establish committees.

Internal control over financial reporting within Kancera is designed to achieve a high level of reliability in external reporting. Within Kancera, internal control regarding financial reporting is, for example, aimed at ensuring efficient and reliable handling and reporting of purchases and sales, other revenue recognition and reporting of the Company’s financing. The control environment within Kancera constitutes the framework for the direction and culture that the Company’s board and management communicate to the organization. Internal governance and control in accordance with accepted frameworks is a priority area for the management. Kancera’s board and management define and design decision paths, powers and responsibilities that are clearly defined and communicated in the organization. The Company’s Board also strives to ensure that governing documents such as internal policies and guidelines cover areas identified as significant and that these provide the right guidance in the work of various executives within the Company.

The Board is the second highest decision-making body after the Annual General Meeting. According to the Swedish Companies Act, the Board is responsible for the Company’s management and organization, which means that the Board is responsible for, among other things, setting goals and strategies, ensuring routines and systems for evaluating set goals, continuously evaluating Kancera’s financial position and profits and evaluating operational management.

The Board is also responsible for ensuring that the annual accounts and, where applicable, the consolidated accounts and the interim reports are prepared in a timely manner. In addition, the Board appoints the CEO. The Board members are elected each year at the Annual General Meeting for the period until the end of the next Annual General Meeting.
According to the Company’s Articles of Association, the Board, to the extent that it is elected by the Annual General Meeting, shall consist of a minimum of three members and a maximum of eight members without deputies.

The Chairman of the Board is elected by the Annual General Meeting and has a special responsibility for the management of the Board’s work and ensuring that the Board’s work is well organized and efficiently executed. The Chairman of the Board does not participate in the operational management of the Company. The Board follows a written rules of procedure that are revised annually and adopted at the statutory Board meeting every year.

The rules of procedure regulate, among other things, Board practice, functions and the division of work between the board members and the CEO. In connection with the first Board meeting, the Board also establishes instructions for financial reporting and instructions for the CEO.

The Board meets according to an annual schedule determined in advance. In addition to these meetings, additional meetings can be arranged to deal with issues that cannot be referred to a regular meeting. In addition to Board meetings, the Chairman of the Board and the CEO have an ongoing dialogue regarding the management of the Company.

The Company’s Board currently consists of seven members.

Click here for a presentation of Kancera’s board of directors.

The CEO is subordinate to the Board and is primarily responsible for the Company’s day-to-day management and day-to-day operations. The division of work between the Board and the CEO is stated in the rules of procedure for the Board and the instructions for the CEO. The CEO is also responsible for preparing reports and compiling information from management prior to Board meetings and is the presenter of the material at Board meetings.

According to the instructions for financial reporting, the CEO is responsible for keeping the Board informed on the development of Kancera’s operations, results and financial position, liquidity and credit situation, important business events and other relevant circumstances.

Click here for a presentation of Kancera’s management.

The auditor examines the Company’s annual report and accounts as well as the Board’s and the CEO’s administration. After each financial year, the auditor submits an auditor’s report and a consolidated auditor’s report to the Annual General Meeting. According to the Company’s Articles of Association, the Company shall have a minimum of one and a maximum of two auditors and a maximum of two deputy auditors.

Kancera’s auditor is BDO Mälardalen AB, with the authorized public accountant Johan Pharmanson as the principal auditor. Remuneration to the auditor is paid on an ongoing basis.

BDO Mälardalen AB and Johan Pharmanson are members of FAR SRS.

Companies listed on Nasdaq First North Premier Growth Market, are required to appoint a Certified Adviser. Kancera has appointed Redeye AB (Redeye) as a Certified Adviser.

As a Certified Adviser, Redeye supports Kancera to comply with Nasdaq’s stock exchange regulations. Kancera’s Certified Adviser can be reached via either email at certifiedadviser@redeye.se or phone at +46 (0)8 121 576 90.