Articles of association
The articles of association below were adopted on the annual general meeting held on June 28, 2022.
NB: the English text is an unofficial translation
1 § Business name
The Company’s business name shall be Oncopeptides AB (publ). The company is a public company.
2 § Registered Office
The registered office of the company shall be in the municipality of Stockholm.
3 § Object
The Company shall have as its object to directly or indirectly conduct research and development, manufacture, marketing, sales and licensing of pharmaceuticals for treatment of cancer or other cancer-related diseases or conditions and to conduct other business compatible therewith.
4 § Share Capital
The share capital of the company shall be no less than SEK 7,200,000 and no more than SEK 28,800,000.
5 § The Shares
The number of shares shall not be not less than 66,000,000 and not more than 264,000,000 shares. The shares shall be issued in two classes, ordinary shares and class C shares. Ordinary shares shall entitle the holder to one (1) vote per share, whereas class C shares shall entitle the holder to one tenth (1/10) vote per share. Shares of each class may be issued in a quantity corresponding to the entire share capital of the company.
Holders of class C shares are not entitled to dividends. Upon the company’s liquidation, class C shares carry equivalent right to the company’s assets as other shares, however not to an amount exceeding the quota value of the share.
Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots.
The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights.
The provisions above regarding shareholders’ pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments.
Where the company resolves to issue only one class of shares by way of a cash issue or set-off issue, all of the shareholders, irrespective of the class of share, shall hold pre-emption rights to subscribe for new shares pro rata to the number of shares previously owned.
In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.
Reduction of share capital, which in any case shall not fall below the minimum share capital, may, upon the request of an owner of class C shares and a resolution by the company’s Board of Directors or the general meeting, take place through redemption of class C shares. A request from a shareholder shall be made in writing. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserve fund, if required funds are available. The redemption amount per C- share shall correspond to the quota value of such share.
Following notice of the redemption resolution, holders of shares shall promptly receive payment for the shares, or, if authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following notice that the final decision has been registered.
6 § Conversion clause
Class C shares held by the company may, upon decision of the board of directors be reclassified into ordinary shares. Immediately thereafter, the board of directors shall register the reclassification to the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification been reflected in the central securities depository register.
7 § The board
The board shall consist of not less than three and not more than eight members.
8 § auditors
For the audit of the Company’s annual report and accounts as well as the management by the board and the CEO, one or two auditors, with or without deputy auditors, shall be elected at the general meeting of shareholders. A registered audit company may also be appointed as auditor.
9 § Notices
Notice of a general meeting shall be made by announcement in the Swedish Official 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 general meetings must notify the company no later than the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.
10 § The chairman of the board
The chairman of the board or the person appointed to do so shall open the general meeting and be in charge of the negotiations until the chairman has been elected.
11 § Matters at the meeting
At an annual general meeting of the shareholders the following matters shall be dealt with:
- election of chairman of the meeting;
- preparation and approval of voting list;
- approval of the agenda;
- election of one or two persons to approve the minutes;
- determination as to whether the meeting has been duly convened;
- presentation of the annual report and auditor’s report and, if appropriate, the group annual report and the group auditor’s report;
- resolutions in respect of
a) adoption of the profit and loss statement and balance sheet and, if appropriate, the group profit and loss statement and group balance sheet;
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet;
c) the discharge from liability for the directors of the board and the managing director;
- determination of the number of members of the board and the number of auditors to be elected at the meeting and;
- determination of directors’ and auditors’ fees;
- election of members of the board;
- election of auditors and deputy auditors (if any);
- other matters to be dealt with at the meeting pursuant to the Companies Act (2005:551) or the articles of association
12 § Collection of proxy forms and votes per post
The board of directors may collect proxies at the company’s expense pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act.
The board of directors has the right before a shareholders’ meeting to decide that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.
13 § Financial year
The financial year of the Company shall be the calendar year.
14 § CSD clause
A shareholder or fund manager who is recorded in the Company’s share ledger on the record day and recorded in a CSD register in accordance with chapter 4 of the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479) (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument) or a person who is recorded in a CSD account in accordance with chapter 4 section 39 of the Swedish Companies Act.