Articles of Association
Articles of Association, adopted at the Annual General Meeting on 26 May 2025:
§1
The company’s company name is Novakand Pharma AB. The company is a public company (publ).
§2
The company shall conduct research and development in the medical field, market and sell medical services and products, as well as engage in other activities compatible therewith.
§3
The registered office of the company’s Board of Directors shall be in the municipality of Stockholm.
§4
The Company’s share capital shall be not less than SEK 6,200,000 and not more than SEK 24,800,000.
§5
The number of shares shall be not less than 79,200,000 and not more than 316,800,000.
§6
The Board of Directors shall consist of a minimum of three and a maximum of eight members without deputies.
§7
The company shall have one or two auditors or a registered accounting firm.
§8
Notice of the Annual General Meeting and the Extraordinary General Meeting at which amendments to the Articles of Association will be addressed shall be issued no earlier than six and no later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued no earlier than six and no later than two weeks prior to the meeting.
Notice of General Meetings shall be made by announcement in the Post- och Inrikes Tidningar (Swedish Official Gazette) and on the company’s website, as well as by announcement with information that notice has been given in Svenska Dagbladet.
Shareholders who wish to participate in the general meeting must be listed in a printout or other presentation of the entire share register on the record date for the general meeting, as determined in accordance with the Swedish Companies Act, and by notification to the company no later than the date specified in the notice convening the general meeting. The latter day may not be a Sunday, nor other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the general meeting.
Shareholders may be accompanied by one or two assistants at a general meeting, but only if the shareholder has notified the company of their intention in accordance with the preceding paragraph.
§9
The Annual General Meeting shall be held annually at the end of June.
At this meeting, the following matters shall be discussed:
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- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor’s report and, where applicable, of the consolidated financial statements and the auditor’s report on the consolidated financial statements.
- Decision points
- adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
- discharge from liability for the Board of Directors and the CEO
- appropriation of the company’s profit or loss in accordance with the adopted balance sheet.
- Determination of the number of members of the Board of Directors and, where applicable, the number of auditors.
- Determination of fees to be paid to the Board of Directors and the auditors.
- Election of members of the Board of Directors and, where applicable, auditors.
- Other business to be addressed by the meeting in accordance with the Swedish Companies Act (2005:551)
§10
The company’s financial year shall cover the period 1 January – 31 December.
§11
The company’s shares shall be registered in a CSD register in accordance with the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).