Articles of Association

Articles of Association for Isofol Medical AB
(Organization number 556759-8064)
Adopted at the Extraordinary General Meeting on 21 December, 2016.

1§ Name of the company
Company’s Firm is Isofol Medical AB (Publ).

2§ Registered office of the company

The Board shall have their seats in Göteborg’s municipality, Västra Götaland.

3§ Objects of the company

The object of the company is to conduct research and development of medical devices and pharmaceuticals, consulting business in the pharmaceutical and medical device area and related business.

4§ Share capital
The share capital of the company shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.

5§ Number of shares

The number of shares in the company shall be not less than 15 000 000 and not more than 60 000 000.

6§ Board of directors
The Board of Directors shall consist of not less than three (3) and a maximum of nine (9) members with a maximum of three (3) substitute directors. Members of the board and substitute directors are elected in the Annual General Meeting for the period until the next Annual General Meeting,

7§ Auditors
To review the company’s annual report and accounts the Board of Directors and Managing Directors appointed 1-2 auditors with or without substitute member/s in the Annual General Meeting.

8§ Convening general meeting

Notice of general meetings shall be given by announcement in the Swedish Official Gazette no earlier than six weeks and no later than two weeks ahead Annual General Meeting. The above time limits shall apply for the Annual General Meeting and such General Meetings where amendment of the Articles of Association will be dealt with.

Message to the shareholders shall be given by announcement in the Swedish Official Gazette.

9§ Annual general meeting
The Annual General Meeting (AGM) will be held annually within six months of the financial year.

In the Annual General Meeting (AGM), the following matters shall be treated.

  1. Election of Chairman of the Meeting
  2. Preparation and approval of the voting register.
  3. Election of persons to attest.
  4. Determination of whether the meeting was duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report.
  7. Resolution regarding the adoption of the income statement and balance sheet.
  8. Resolution regarding allocation of the company’s profits or losses according to the adopted balance sheet.
  9. Resolutions regarding a discharge from liability for the directors and CEO
  10. Determination of the directors’ remuneration and auditors’ remuneration
  11. Election of Board members and, where applicable, auditors/s and substitute auditor/s.
  12. Other business incumbent on the meeting pursuant to the Swedish Companies Act or the articles of association.

10§ Record day provision
The company’s shares shall be registered in a CSD (Central Securities Depository) register in accordance with the Financial Instruments Accounting Act (1998:1479).

11§ Financial Year
The company’s financial year shall be the period from January 1 to December 31.