Articles of Association for
Isofol Medical AB (publ)

Registered number 556759-8064

Adopted at the Annual General Meeting on May 19, 2022

1§ Name of the company
The company name is Isofol Medical AB (publ).

2§ Registered office of the company

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

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 2 250 000 and not more than SEK 9 000 000 .

5§ Number of shares

The number of shares in the company shall be not less than 75 500 000 and not more than 298 000 000.

6§ Board of directors
In addition to persons who may be appointed in another order by law, the Board shall consist of at least three (3) and no more than nine (9) members.

7§ Auditors
The company must have one or two authorized auditors. A registered audit company may also be appointed as auditor.

8§ Notice
Notice to the Annual General Meeting shall be published by Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. It shall further be announced in the newspapper Dagens industri that a notice has been made.

To participate in the Annual General Meeting, shareholders must report to the Company not later than the date specified in the notice of the meeting. This day may not be Sunday, Public Holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than fifth weekday before the meeting. A shareholder may be accompanied by one or two advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

The Board of Directors shall decide that, under the conditions determined by the Board, the rights a non-shareholder shall be entitled, the right to attend or otherwise comply with the negotiations at the Annual General Meeting.

9§ Annual general meeting
In the Annual General Meeting (AGM), the following matters shall be treated.

  1. 1. Election of Chairman of the Meeting
  2. 2. Preparation and approval of the voting register.
  3. 3. Approval of the agenda.
  4. 4. Election of one or two persons to approve the minutes;
  5. 5. Determination of whether the meeting was duly convened.
  6. 6. Presentation of the annual report and the audit report and, where applicable, the consolidated accounts and consolidated accounts.
  7. 7. Resolutions in respect to adoption of the income statement and balance sheet and, where applicable, consolidated accounts and consolidated balance sheets.
  8. 8. Resolutions in respect to adoption of disposals of the company’s profit or loss in accordance with the established balance sheet.
  9. 9. Resolution on discharge from liability for members of the Board of Directors and the Managing Director.
  10. 10. Determination of the number of Board members appointed by the AGM.
  11. 11. Determination of fees to the Board and, where applicable, the auditors.
  12. 12. Election of the Board of Directors and, where applicable, the auditor / s and, where applicable, the auditing company.
  13. 13. Other matter, which is received at the meeting pursuant to the Swedish Companies Act or the Articles of Association

10§ Reconciliation reservations
The shares of the company shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479.

11§ Financial year
The Company’s fiscal year shall be January 1 – December 31.

12§ Collection of proxies and postal voting
The board of directors may collect proxy forms in accordance with the procedure stipulated in Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act (Sw. aktibolagslagen). The board of directors may, in advance of a general meeting, resolve that shareholders may exercise their voting rights by post prior to the general meeting.

Last updated 05-08-2023

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