Articles of Association of Devyser Diagnostics AB (publ)*

Reg. no. 556669-7834

§1 Business name of the company

The name of the company is Devyser Diagnostics AB (publ). The company is a public company.
 

§ 2 Registered office

The registered office of the board of directors of the company is in the municipality of Stockholm.
 

§ 3 Objects of the company

The company shall own and manage shares in other companies, conduct research, development, manufacture and sale of diagnostic tests, consultancy in these business areas and carry on other activities consistent therewith.
 

§ 4 Share capital

The share capital shall amount to no less than SEK 500,000 and no more than SEK 2,000,000.
 

§ 5 Number of shares

The number of shares shall amount to no less than 8 700 000 and no more than 34 800 000.
 

§ 6 Board of directors

The board of directors shall consist of no fewer than three (3) and no more than eight (8) board members with no more than five (5) deputy board members. The board members and the deputy board members are elected yearly at the annual general meeting for the time until the end of the next annual general meeting.
 

§ 7 Auditors

An auditor or an accounting firm with a key audit partner is appointed for the examination of the annual report of the company and the accounting records as well as the administration of the board of directors and the managing director.

 

§ 8 Notice of shareholders’ meeting

Notice convening a general meeting shall be issued through announcement in Post- och Inrikes Tidningar and on the company’s website. Announcement to the effect that notice convening a general meeting has been issued shall be made in Svenska Dagbladet at the time of the notice. The notice shall be sent immediately and free of charge for the recipient to the shareholders who make such request and provide their postal address.

In order to be admitted to a general meeting, a shareholder shall be registered as a shareholder on a transcript of the entire share register as stipulated in the Swedish Companies Act (2005:551) and have given notice of his attendance to the company not later than the day mentioned in the notice convening the meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five business days before the general meeting.
 

§ 9 Agenda for the annual general meeting

The agenda for the annual general meeting shall be as follows.

1. Election of a chairman at the general meeting.

2. Preparation and approval of a voting list.

3. Election of one or two persons to verify the minutes.

4. Examination of whether the meeting has been duly convened.

5. Approval of the agenda.

6. Presentation of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group.

7. Resolution in respect to

a) adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet

b) allocation of the company’s profit or loss according to the adopted balance sheet

c) the board members’ and the managing directors’ discharge from liability.

8. Determination of remuneration payable to the board members and the auditor.

9. Elections of board members and accounting firm or auditor.

10. Other matters which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.


§ 10 Financial year

The company’s financial year is 1 January to 31 December.
 

§ 11 Central Securities Depository clause

The shares of the company shall be registered in a central securities depository pursuant to the Central Securities Depositaries and Financial Instrument Accounts Act (1998:1479).

*This is an unofficial translation of the registered articles of association. In the event of a discrepancy between the English and the Swedish articles of association, the Swedish text prevails.