Articles of Assocation
Proposal for a new article of association for Lipigon Pharmaceuticals AB, org. no. 556810-9077
1. Company Name The company's corporate name is Lipigon Pharmaceuticals AB. The company is a public limited company (publ).
2. Business The purpose of the company's business shall be research, development, and commercialization of drugs for patients with blood lipid disorders and other metabolic diseases, as well as related activities.
3. Registered Office The company's board shall have its registered office in Umeå municipality, Sweden.
4. Share Capital The minimum share capital of the company shall be SEK 7,870,475, and the maximum shall not exceed SEK 31,481,900.
5. Number of Shares The total number of shares shall be no less than 69,843,262 and no more than 279,373,048.
6. Board of Directors The board of directors shall consist of a minimum of three and a maximum of seven members, without substitutes, who shall be elected at the annual general meeting and serve until the conclusion of the subsequent annual general meeting.
7. Auditors The company shall engage one (1) auditor. The auditor shall be an authorized auditor or a registered audit firm.
8. Annual General Meeting Within six months from the close of each fiscal year, the company shall hold an annual general meeting. The following matters shall be discussed at the annual general meeting:
1. Election of a chairman for the meeting.
2. Establishment and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two members to scrutinize the minutes.
5. Verification of duly convening of the meeting.
6. Presentation of the annual report and audit report, and, where applicable, consolidated financial statements and consolidated audit report, as well as (where applicable) the board's statement under Chapter 18, Section 4 of the Swedish Companies Act.
7. Resolutions regarding a) approval of the income statement and balance sheet, and, if applicable, the consolidated income statement and consolidated balance sheet; b) allocation
of the company's profit or loss in accordance with the adopted balance sheet; c) granting discharge from liability to board members and the managing director.
8. Resolution of the number of board members.
9. Resolution of the number of auditors and, where applicable, deputy auditors.
10. Establishment of fees for board members and auditors.
11. Election of board members and auditors, and, where applicable, deputy auditors.
12. Resolutions on any other matters within the scope of authority of the general meeting under the Swedish Companies Act or the Articles of Association.
9. General Meeting Notice Notice of an ordinary or extraordinary general meeting where an amendment to the Articles of Association is to be considered shall be given no earlier than six weeks and no later than four weeks before the general meeting. Notice of any other extraordinary general meeting shall be given no earlier than six weeks and no later than two weeks before the meeting. Notice of a general meeting shall be made public in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website. Notice of the meeting shall also be published in Svenska Dagbladet.
10. Participation at General Meeting Shareholders who wish to attend the general meeting shall notify the company no later than the date specified in the notice of the meeting. This date shall not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve, or New Year's Eve, and shall not fall earlier than the fifth weekday before the meeting.
11. Fiscal Year The company's fiscal year shall cover the period from January 1st to December 31st.
12. Registration of Shares The company's shares shall be registered in a securities register in accordance with the Act (1998:1479) on Central Securities Depositories and Financial Instruments Accounts.