Articles Of Association

These articles of association have been adopted at the annual general meeting held on 4 May 2023.

Xbrane Biopharma AB (publ) 556749-2375


§ 1

The name of the company is Xbrane Biopharma AB. The company is a public company (publ).

§ 2

The registered office of the company shall be in Solna Municipality.

§ 3

The object of the company´s business shall be to conduct natural science research and development, conduct sales, to own and administer real and movable estates directly or indirectly through subsidiaries and to conduct activities related thereto.

§ 4

The share capital shall not be less than SEK 4,322,465 and not more than SEK 17,289,860.

§ 5

The number of shares shall not be less than 19,280,707 and no more than 77,122,828.

§ 6

The board of directors shall consist of three (3) to ten (10) directors.

The directors are elected yearly at the annual general meeting for the period until the next annual meeting.

The company shall have one (1) or two (2) auditors or one (1) or two (2) registered accounting firms.

§ 7

Notice of general meetings shall be made by announcement in Post- och Inrikes Tidningar and by posting of the notice on the company’s website. Announcement that notice has been issued shall simultaneously be made in Svenska Dagbladet.

§ 8

A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register on the date as specified on the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

§ 9

A general meeting of the shareholders is to be held at the registered office of the company or in the municipality of Stockholm.

§ 10

The board of directors may collect proxies at the company ‘s expense in compliance with procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).

§ 11

The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the proposed agenda.
4. Election of one or more persons to certify the minutes.
5. The issue of whether the meeting has been duly called.
6. Presentation of the annual report and auditor’s report and, if any, the group annual report and the group auditor’s report.
7. Resolution regarding:
a. Adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet.
b. Decision regarding the profit or loss of the company in accordance with the adopted balance sheet.
c. Decision regarding discharge from liability for the board of directors and the general manager, if any.
8. Determining the number of directors and auditors, and if applicable, deputy directors.                                                                                           
9. Determining the fees for the board of directors and the auditor.                                                             
10. Election of board of directors and auditor, and if applicable, deputy directors and any deputy auditor.
11. Any other matter which have been referred to the meeting according to the Companies Act or the articles of association.

§ 12

The company’s financial year shall be 1 January – 31 December.

§ 13

The shareholder or nominee who at the stipulated record day is entered in the share ledger and noted in the list of shareholders in accordance with Chapter 4 of the Central Securities Depositaries and Swedish Financial Instruments Act (1998:1479) or if the person is noted in a record account in accordance with Chapter 4, Section 18, Paragraph 1, 6-8 of said Act, will be assumed to be entitled to exercise the rights stated in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).