Articles of association

§ 1 Company name

The Company’s name is AlzeCure Pharma AB. The Company is a public company (publ).

§ 2 Seat of the board

The Board’s seat is located in Stockholm municipality, County of Stockholm.

§ 3 Operations

The Company shall directly or indirectly conduct research, development, manufacture, acquisition and sale of pharmaceuticals and diagnostics and related activities.

§ 4 Share capital

The share capital shall be at least SEK 580,000 and at most SEK 2,320,000.

§ 5 Number of shares

The number of shares shall be at least 23,200,000 and at most 92,800,000.

§ 6 Board of Directors

The Board of Directors shall consist of at least three and at most nine Board members without deputies.

§ 7 Auditors

The Company shall have one or two auditors and at most one deputy auditor. A chartered accountant or a registered audit company shall be appointed auditor, and in applicable cases, deputy auditor.

§ 8 Notice of General Meetings

The General Meeting shall be convened by way of advertisement in Post- och Inrikes Tidningar and on the Company’s website. Notification of the General Meeting will also be published in Dagens Industri.

Shareholders who wish to participate in the General Meeting must either be included in the printout or other presentation of the entire share register regarding the circumstances five weekdays before the meeting and also give the Company notice by the date stated in the notice convening the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than the fifth weekday before the General Meeting. At the General Meeting, shareholders may bring one or two deputies, if the shareholder notifies the company of the number of deputies in the manner specified in the previous paragraph.

§ 9 Annual General Meeting

At the Annual General Meeting, the following matters shall be discussed.

  1. Appointment of Chairman of the General Meeting;
  2. Preparation and approval of voting list;
  3. Approval of agenda;
  4. Election of one or two persons to check the minutes;
  5. Determination of whether the General Meeting has been duly convened;
  6. Presentation of the Annual Accounts and Auditor’s Report, as well as, where applicable, the consolidated accounts and the Group Audit Report;
  7. Decision
    a) on the approval of income statement and balance sheet, and, where applicable, consolidated income statement and consolidated balance sheet,
    b) regarding the company’s profit or loss in accordance with the approved balance sheet,
    c) on discharge of Board members and CEO ;
  8. Determination of Board and auditor’s fees;
  9. Election of Board of Directors and auditing company or auditors, as well as any deputy auditors;
  10. Other matters within the General Meeting’s competence pursuant to the Swedish Companies Act or the articles of association.

§ 10 Financial year

The Company’s financial year shall be 0101-1231.

§ 11 Electronic CSD registration

A shareholder or trustee who, on the recorded date, is entered in the share register and recorded in a reconciliation register, according to Chapter 4 of the Securities Depositories and Financial Instruments Accounts Act (1998:1479) or those listed in reconciliation accounts under Chapter 4, Section 18, first paragraph, clause 6 to 8, shall be deemed to be entitled to exercise the rights set forth in Chapter 4, Section 39 of the Swedish Companies Act (SFS 2005: 551).

The articles of association were adopted at the Extraordinary General Meeting on 15 October 2018.