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Articles of association of Pila Pharma AB


Adopted at the general meeting held on 30 May 2023.

    1. The name of the company is PILA PHARMA AB. The company is a public company (publ).
    2. The registered office of the board of directors is Malmö.
    3. The company shall directly or indirectly through wholly or partly owned company conduct business within development, production and sale of pharmaceutical products and activities compatible therewith.
    4. The share capital shall be not less than SEK 780,000 and not more than SEK 3,120,000 and the number of shares shall be not less than 18,000,000 and not more than 72,000,000.
    5. The board of directors shall consist of 3-5 members and not more than 2 alternate members.
    6. The company shall have 1–2 auditors and not more than 2 alternate auditors or a registered accounting firm.
    7. Notice to attend a general meeting shall always be issued in the form of announcements in the Swedish Gazette ( Post- och Inrikes Tidningar) and on the company’s website. If required according to Chapter 7, section 23 in the Swedish Companies Act, the notice shall also be sent by post to all shareholders with postal address known to the company. The fact that notice has been issued shall be announced in Dagens Industri.
    8. Notice to attend an ordinary general meeting as well as notice to extraordinary general meeting at which amendments to the articles of association is to be considered shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend other extraordinary general meeting shall be issued not earlier than six weeks and not later than three weeks prior to the meeting.
    9. Shareholders wishing to attend a general meeting shall (i) be recorded in the share register on the record date according to the Swedish Companies Act, and (ii) give notice to the company not later than the day stated in the notice of the meeting.
      A shareholder may be accompanied by one or two assistants when attending a general meeting, but only if the shareholder’s notification pursuant to the previous paragraph includes information to that effect.
    10. The chair of the board of directors or a person appointed by the board of directors for this purpose opens the general meeting and presides over the proceedings until a chairperson of the meeting is elected.
    11. The annual general meeting is held each year within six months of the end of the financial year.
      The following matters shall be addressed at the annual general meeting.

      1. Election of a chairperson of the meeting;
      2. Preparation and approval of the voting register;
      3. Approval of the agenda;
      4. Election of one or two persons to attest the minutes, where applicable;
      5. Determination of whether the meeting was duly convened;
      6. Presentation of the annual report and auditor’s report and, where applicable, the consolidated financial statements and auditor’s report for the group;
      7. Resolutions regarding
        1. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
        2. allocation of the company’s profit or loss according to the adopted balance sheet;
        3. discharge from liability for board members and the managing director;
      8. Determination of fees for the board of directors and the auditors;
      9. Election of the board of directors and accounting firm or auditors;
      10. Any other business incumbent on the meeting according to the Companies Act or the articles of association.
    12. The company’s financial year shall comprise the period commencing 1 January up to and including 31 December.
    13. The company’s shares shall be registered in a Central Securities Depository Register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
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