Articles of association

Articles of association

Section 1 Company name
The name of the public company is Karo Pharma Aktiebolag.

Section 2 Registered office
The Board has its registered office in Stockholm.

Section 3 Business activity
The business activity of the Company is to research, develop, manufacture, acquire and sell products within health care and to carry out other activities related thereto.

Section 4 Share capital and number of shares
The share capital will be no less than SEK 10,000,000 and no more than SEK 40,000,000. The number of shares will be no less than 25,000,000 and no more than 100,000,000.

Section 5 Board of Directors
The Board will consist of no less than three members and no more than ten members.

Section 6 Auditors
One or two auditors or a registered public accounting firm are appointed at the Annual General Meeting.

Section 7 Notice convening shareholders' meetings
Notice will be made by announcement in the Swedish newspaper Post- och Inrikes Tidningar and on the Company’s website. Information that this notice has been issued will be announced in the Swedish newspaper Svenska Dagbladet. The General Meeting will be held in Stockholm.

Section 8 Pre-notification to attend shareholders’ meetings
To be entitled to attend a shareholders’ meeting, a shareholder must be registered in the complete share register, based on their status five days, excluding Sundays, before the meeting. Shareholders must also notify the Company no later than the day stated in the notice for the meeting that they will be attending. This day must not be a Sunday, a public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays, before the meeting.
A shareholder may be accompanied by one or two assistants at the shareholders’ meeting, but only if the shareholder has notified the Company of the number of assistants in the manner prescribed in the paragraph above.

Section 9 Annual General Meeting with the shareholders
At the Annual General Meeting resolutions will be passed with respect to the following matters:
1. Election of the chairman of the meeting;
2. Drawing up and approval of the voting list;
3. Decision on the agenda;
4. Election of one or two people to approve the minutes together with the Chairman;
5. Decision as to whether the meeting has been duly convened;
6. Presentation of the annual report and the audit report and, if the Company is a parent company, the consolidated annual report and the consolidated audit report;
7. Resolution in respect of the adoption of the profit and loss account and the balance sheet and, if the Company is a parent company, of the consolidated profit and loss account and the consolidated balance sheet;
8. Resolution in respect of the appropriation of the Company’s profit or loss according to the adopted balance sheet;
9. Resolution in respect of the discharge of liability towards the Company for the Board Members and the President;
10. Resolution in respect of the number of Board Members, Deputy Board Members and, where applicable, the auditors;
11. Resolution in respect of fees for the Board Members and, where applicable, the auditors;
12. Election of Board Members and Deputy Board Members and, where applicable, the auditors;
13. Other matters to be resolved at the Annual General Meeting under the Companies Act or the Articles of Association.

Section 10 Fiscal year
The fiscal year of the Company will be January 1 – December 31.

Section 11 Record day provision
The Company’s shares will be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).