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Articles of Association
§ 1 Company name
The company’s business name is Immunicum AB (publ). The company is a public company (publ).
§ 2 Registered office
The board of directors shall have its registered office in Stockholm municipality, Stockholm county.
§ 3 Object of the company
The company shall conduct research, development, marketing and sales of pharmaceuticals and thereby comparable business.
§ 4 Share capital
The share capital shall constitute a minimum of SEK 8 000 000 and a maximum of SEK 32 000 000 .
§ 5 Number of shares
The number of shares shall be minimum 160 000 000 and maximum 640 000 000.
§ 6 Board of directors
The board of directors shall consist of a minimum of three and a maximum of eight members without deputies.
§ 7 Auditors
For auditing of the company’s annual report, the accounting records and the administration of the board of directors and the managing director, an auditor is appointed each year at the annual general meeting for the period until the end of the next annual general meeting.
§ 8 Notice of summons
Notice of summons to the annual general meeting shall be made through an announcement in Post- och Inrikes Tidningar and by making the notice available on the company’s website. Simultaneously with the notice, the company shall by way of announcement in Dagens Industri inform that notice has been made. Notice of summons to the annual general meeting and an extraordinary general meeting where a matter of amendment of the articles of association shall be resolved shall be made at earliest six and not later than four weeks prior the meeting. Notice of summons to other extraordinary general meetings shall be made at earliest six and not later than three weeks prior to the extraordinary general meeting.
§ 9 Notice to attend general meeting
Shareholders have the right to attend the general meeting if they are recorded in the share register in accordance with the provisions in Chapter 7 Section 28 Paragraph 3 of the Companies Act and have given notice of their attendance to the company no later than the day mentioned in the notice. Such day may not be a Sunday, any other public holiday, Saturday, Midsummers Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth working day prior to the meeting.
§ 10 Agenda at the annual general meeting
At the annual general meeting shall the following items be addressed:
1. Election of chairman of the general meeting.
2. Preparation and approval of voting register.
3. Presentation and approval of the agenda.
4. Election of one or two persons to check the minutes.
5. Control if the meeting has been duly convened.
6. Presentation of the annual report and the audit report and, if applicable, the consolidated annual report and consolidated audit report.
a) on confirmation of the income statement and balance sheet and, if applicable, the group income statement and group balance sheet.
b) on disposition of the company’s profit or loss according to the adopted balance sheet.
c) discharge of liability for the board of directors and the managing director.
8. Determination of remuneration for the directors of the board of directors and auditors.
9. Election of directors of the board of directors and auditors and, if applicable, deputy auditors.
10. Other matters that are to be addressed at the annual general meeting pursuant to the Companies Act or the articles of association.
§ 11 Financial year
The company’s financial year shall be 1 January – 31 December
§ 12 Record company
The company’s shares shall be registered in a securities register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).
Adopted by the Extraordinary General Meeting 04-05-2021