Articles of association

Amniotics AB (publ)
Reg. No. 559024-6558

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

§ 1 Company name

The company name is Amniotics AB (publ). The company is a public company.

§ 2 Registered office of the board of directors

The registered office of the board of directors shall be in the municipality of Lund.

§ 3 Object of the company’s business

The object of company’s business shall be to manufacture, develop and commercialize cellular-, medical-, diagnostic-, pharmaceutical- and chemical-technical products, acquire, outlicense and transfer intellectual property rights for such products and other activities compatible therewith.

§ 4 Share capital

The share capital shall be not less than SEK 4,800,000 and not more than SEK 19,200,000.

§ 5 Number of shares

The number of shares shall be not less than 2,000,000,000 and not more than 8,000,000,000.

§ 6 Board of directors

The board of directors shall consist of not less than 3 and not more than 10 members.

§ 7 Auditors

The company shall have not less than 1 and not more than 2 auditors with not more than 2 deputy auditors. As auditor and, when applicable, deputy auditor, an authorized public accountant or a registered accounting firm shall be appointed.

§ 8 Notice

Notice to attend a General Meeting shall be given by announcement in the Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. It shall further be announced in Dagens Industri that a notice has been made.

Shareholders wishing to participate in the General Meeting must notify participation to the company no later than on the date specified in the notice. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than on the fifth weekday before the meeting.

A shareholder may bring one or two advisors to the General Meeting, but only if the shareholder has notified the company in accordance with the previous paragraph.

§ 9 Matters at the Annual General Meeting

At the Annual General Meeting, the following matters shall be dealt with.

  1. Election of a chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Determination as to whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and, where applicable, the auditor’s report
  7. Resolutions regarding:
    • adoption of the income statement and balance sheet
    • allocation of the company’s profit or loss as set forth in the adopted balance sheet
    • discharge from liability for members of the board of directors and the CEO
  8. Determination of fees for the board of directors and, where applicable, the auditors
  9. Election of board of directors and, where applicable, auditors
  10. Any other matter which rests with the General Meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.

§ 10 Financial year

The financial year shall be 1 January – 31 December.

§ 11 Record day provision

The company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).

These Articles of Association were adopted at the Annual General Meeting held on Oct 3, 2023.

Bolagsordning (.pdf, Swedish)