Articles of Association for CombinedX (publ), corporate identity number 556923-1219, adopted at the Extraordinary General Meeting on 14 December 2020.
1 § Company
The company name is CombinedX AB (publ).
2 § Seat of the Board of Directors
The Board of Directors is domiciled in Karlstad Municipality, Värmland County.
3 § Business activities
The company's business activities shall be to own and manage shares and related activities.
4 § Share capital
The share capital shall amount to a minimum of SEK 500 000 and a maximum of SEK 2 000 000.
5 § Shares
The number of shares in the company shall amount to a minimum of 10 000 000 and to a maximum of 40 000 000.
6 § Board of Directors
The Board of Directors shall consist of a minimum of three (3) and a maximum of eight (8) board members without deputies. The members are elected at the Annual General Meeting for the period until the end of the next Annual General Meeting.
7 § Auditors
A minimum of one and a maximum of two auditors with or without deputy auditors or a registered auditing company shall be appointed to audit the company's annual report together with the accounts and the administration of the Board of Directors and the CEO.
8 § Notice to attend the AGM
Notice of a general meeting of shareholders shall be advertised in Post- och Inrikes Tidningar (the government newspaper and gazette of Sweden), the notice shall also be available on the company’s web site. That notice has been given shall be announced in Svenska Dagbladet.
9 § Notification of participation in the general meeting
A shareholder who wishes to participate in a general meeting shall notify the company no later than the date specified in the notice to attend the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the general meeting. If a shareholder wishes to bring assistants to the general meeting, the number of assistants (maximum two) shall be stated in the notification.
10 § Annual General Meeting
The AGM is held annually within six months after the end of the financial year. At the AGM, the following items shall appear on the agenda:
1. Election of Chairperson to preside the meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one (1) or two (2) adjusters.
5. Determination whether the meeting has been duly convened.
6. Presentation of the Annual Report and Auditors’ Report, and, where applicable, the Consolidated Annual Report and Consolidated Auditors’ Report.
7. Decisions taken on: (a) the determination of the profit and loss account and balance sheet; (b) dispositions of profit or loss in accordance with the established balance sheet; (c) discharge from liability for the Board of Directors and the CEO.
8. Determination of fees to the Board of Directors and auditors.
9. Election of the Board of Directors and audit company or auditors.
10. Any other business which, in accordance with the Companies’ Act or the Company’s Articles of Association, requires consideration by the AGM.
11 § Financial
year The company’s financial year shall be the calendar year.
12 § Record day provision,
The company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).