Articles of Association
ARTICLES OF ASSOCIATION
Biovica International AB, org.nr/reg. no. 556774-6150
1 Company name
The name of the company is Biovica International AB. The company is a public company (publ).
2 Registered office
The board of directors shall have its registered office in the municipality of Uppsala.
3 Object of the company
The company shall conduct research, development, manufacturing, marketing and sales of products for follow-up of diseases, primarily in the tumor and virus area, as well as own and manage patents, royalties and other intellectual property rights and own and manage real and personal property and
conduct activities related to the aforementioned.
4 Share capital
The share capital shall be no less than SEK 1,800,000 and not more than SEK 7,200,000.
5 Number of shares
The number of shares shall be not less than 27,000,000 and not more than 108,000,000.
6 Share classes
The shares may be issued in two series, A shares and B shares. The number of shares of each class may correspond to a maximum of the entire number of shares in the company. A shares carry three (3) votes and B shares carry one (1) vote.
If the company decides to issue new A-shares and B-shares against cash or set-off of claim, owners of A-shares and B-shares shall have preferential right to subscribe for new shares of the same class of shares in proportion to the number of shares they already hold (primary preferential right). Shares which have not been subscribed for by primary preferential right shall be offered to all shareholders for subscription (secondary preferential right). Unless the shares thus offered are sufficient for the subscription under the secondary preferential right, the shares shall be allocated between the subscribers in proportion to the number of shares they already hold and, to the extent this is not possible, by drawing of lots.
If the company decides to issue only A-shares or only B-shares against cash or set-off of claim, all shareholders shall have a preferential right to subscribe for new shares in proportion to the number of shares they already hold, irrespective of whether they hold A-shares or B-shares.
The above shall not imply any restriction in the possibility to decide on a new share issue against cash or set-off of claim, with derogation from the shareholders’ preferential right.
If the company decides to issue warrants or convertibles against cash or set-off of claim, the shareholders have a preferential right to subscribe for warrants as though the issue concerned those shares which might be subscribed for on account of the option and a preferential right to subscribe for convertibles as though the issue concerned those shares which the convertibles may be exchanged to, respectively.
If the share capital is raised through a bonus issue, new shares shall be issued of each class of shares in proportion to the existing number of shares of the same class. Old shares of a certain class of shares shall entail a right to new shares of the same class of shares in relation to its proportion of the share capital. The above shall not imply any restriction in the possibility to carry out a bonus issue and, after necessary change in the articles of association, issue new shares of a new class.
7 Conversion of A shares
Following 360 days after an initial public offering of the company’s shares at a regulated market or any other trading platform A shares may be converted to B shares after the board of directors have received request from owner of A shares. The board of directors shall process the request for conversion no later than the last day of the quarter in which the request for conversion was received by the board. Thereafter, the Board shall without delay notify the conversion to the Swedish Companies Registration Office. The conversion is completed when it is registered with the Swedish Companies Registration Office and Euroclear Sweden AB or another central securities depository.
8 Board of directors
The board of directors shall consist of a minimum of three and a maximum of ten directors.
The company shall have one or two auditors with a maximum of two deputies or one or two registered audit firms.
10 Convening of a general meeting
Notice of general meetings shall be made by announcement in the Official Swedish Gazette and by posting the notice on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.
11 Attendance at general meetings
A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register on the date as specified on the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.
12 Collection of proxies and postal voting
The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting.
13 Place for holding general meetings
A general meeting is to take place where the board of directors has its registered office or in the municipality of Stockholm
14 Matters of the annual general meeting
The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
- Opening of the meeting.
- Election of chairman of the meeting
- Preparation and approval of the voting list.
- Election of one or more persons to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditors’ report and, if any, the group annual report and the group auditor’s report.
- Resolutions regarding:
- adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet,
- decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors and any deputies.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors and any deputies.
- Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the articles of association.
15 Financial year
The fiscal year of the company shall be 1 May – 30 April.
16 Central Securities Depository registration
A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551).
These articles of association have been adopted at the annual general meeting on 31 August 2021.