Xspray Pharma AB
(publ) (org. nr. 556649-3671)
- 1 NAME OF THE COMPANY
The name of the company is Xspray Pharma AB (publ). The Company is a public limited liability company (publ).
- 2 REGISTERED OFFICE
The Board of Directors shall have its registered office in Solna.
- 3 OBJECT OF BUSINESS
The company shall carry out research, development, sales and licensing activities within the pharmaceutical, drug and food industry and conduct activities related thereto.
- 4 SHARE CAPITAL
The share capital shall amount to not less than SEK 19 000 000 and not more than SEK 76 000 000.
- 5 NUMBER OF SHARES
The number of shares shall not be less than 19 000 000 and not more than 76 000 000.
- 6 BOARD OF DIRECTORS
The Board of Directors shall consist of at least 3 and not more than 7 ordinary board members with 0-2 deputy board members.
- 7 AUDITORS
For audit of the company’s annual report, the accounting record and the Board of Directors and the managing director’s administration report, shall at least 1 and not more than 2 approved auditors with 0-2 deputy auditors be elected. A registered public accounting firm can be elected as auditor. The assignment as auditor shall apply until the end of the AGM held during the first, second, third or fourth year after the year in which the auditor was appointed.
- 8 NOTICE
Notice of general meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available 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. Shareholders who wish to attend the general meeting must be registered in a transcript or other presentation of the share register five (5) working days prior to the meeting and notify the company no later than the date specified in the notice. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and no earlier than five (5) days prior to the meeting. Assistants to shareholders will be admitted to the general meeting only if the shareholder informs the company of the number of assistants (not more than two) in the manner prescribed in the previous paragraph. The AGM can, in addition to Solna where the company has its registered office, also be held in Stockholm.
- 9 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
Proceedings at the Annual General Meeting of the shareholders shall consider the following matters:
1. Election of a chairman of the General Meeting.
2. Preparation and approval of the voting register.
3. Election of one or two persons to approve the minutes.
4. Determination as to whether the meeting has been duly convened.
5. Approval of the agenda for the General Meeting.
6. Presentation of the Annual Report and the Auditor’s Report.
7. Resolutions in respect of:
a) approval of the profit and loss statement and the balance sheet,
b) allocation of the company’s profit or loss according to the adopted balance sheet, and
c) discharge from liability for the directors and the managing director, if any.
8. Determination of the number of directors and deputy directors.
9. Determination of the remuneration to be paid to the directors and auditor.
10. Election of the Board of Directors and, where applicable, appointment of auditor.
11. Any other matter that may come before the General Meeting according to the Swedish Companies Act or the articles of association.
- 10 COLLECTION OF POWER OF ATTORNEYS AND POSTAL VOTING
The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors has the right before a shareholders’ meeting to decide that shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.
- 11 FINANCIAL YEAR
The financial year of the company shall be calendar year.
- 12 CENTRAL SECURITIES DEPOSITORY
The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).