Articles of association
ARTICLES OF ASSOCIATION
Adopted at the extraordinary general meeting held on 14 March 2016
§ 1 Company name
The Company’s name is Alligator Bioscience AB. The company is a public limited liability company (publ).
§ 2 Registered office of the board of directors
The registered office of the board of directors shall be in the municipality of Lund, county of Skåne.
§ 3 Business activity
The Company shall, directly or through subsidiaries or associated companies, conduct research and development work, manufacturing and trade within the field of protein chemistry, together and other business compatible therewith.
§ 4 Share capital
The share capital shall be no less than 23,600,000 and no more than 94,400,000.
§ 5 Number of shares
The number of shares shall be no less than 59,000,000 and no more than 236,000,000.
§ 6 Board of Directors
The board shall, in addition to the members that pursuant to law can be elected by other than the shareholders’ meeting, consist of at least three (3) and not more than eight (8) members.
The company shall have at least one (1) and not more than two (2) auditors with up to two (2) deputy auditors. An authorized auditor or a registered audit company shall be appointed as auditor.
§ 7 Notice
Notice of a general meeting shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. Announcement that notice has been given shall at the same time be given in Dagens Industri.
In order to be entitled to participate in the meeting, shareholders shall both be recorded in a transcript or other account of the entire share ledger pertaining to the circumstances five business days before the meeting and notify the company accordingly on the day specified in the notice. Such day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth business day before the meeting.
A shareholder may bring one or two advisors to the general meeting, however only if the shareholder has notified the company of the number of such advisors in accordance with the provisions of the previous paragraph.
§ 8 Annual General Meeting
At the annual general meeting, the following matters shall be dealt with.
1. Election of the Chairman of the meeting
2. Preparation and approval of the voting list
3. Election of two persons to verify the minutes of the meeting
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Presentation of the annual report and audit report and, if applicable, the consolidated annual report and the auditor’s report on the consolidated annual report
7. Resolutions regarding:
a) the adoption of the profit and loss statement and balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet;
b) the allocation of the Company's profits or losses as set forth in the adopted balance sheet; and and
c. discharge from liability for the board members and the managing director
8. Determination of the number of board members and auditors and deputy auditors
9. Determination of fees for the board of directors and fees for the auditors
10. Election of board of directors, auditors and deputy auditors
11. Any other matters which rests with the general meeting in accordance with the Swedish Companies Act or the company’s articles of association.
§ 9 Financial year
The financial year shall be calendar year.
§ 10 Record day provision
The shareholder or trustee that on the record date is registered in the share ledger and noted in a CSD register according to chapter 4 of the Swedish Act (1998:1479) on Account Keeping of Financial Instruments, or the person that is noted at a securities account according to Chap. 4 Sec. 18 first section 6-8 in the said act shall be entitled to exercise the rights pursuant to Chap. 4 Sec. 39 the Swedish Companies Act (2005:551).