Articles of Association

Karessa Pharma Holding AB
CIN 556942-1596

Adopted at the extraordinary general meeting on 4 July 2014

Section 1
The Company is Karessa Pharma Holding AB (publ).

Section 2
The Board shall have its registered office in the municipality of Stockholm.

Section 3
The Company shall carry out research and development in the medical field, market and sell medicinal products and services and engage in other activities related thereto.

Section 4
Share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.

Section 5
The number of shares shall be no less than 10,000000 and no more than 40,000,000. All shares are of the same class.

Section 6
The Board shall consist of no less than 3 and no more than 8 members with no substitutes.

Section 7
The Company shall have one to two auditors with or without substitutes or a registered public accounting firm.

Section 8
Notice of the annual general meeting shall be announced in Post- och Inrikes Tidningar (the Swedish government gazette) and on the Company’s website, as well as by advertising in Svenska Dagbladet that the notice has been issued.

Notice of the annual general meeting and any extraordinary general meetings at which amendments of the articles of association are to be treated shall be published no earlier than six weeks and no later than four weeks before such a meeting. Notice of other extraordinary general meetings shall be published no earlier than six weeks and no later than two weeks before the meeting.

In order to be entitled to participate in the annual general meeting, shareholders must be listed in the printout of the share register with respect to circumstances five weekdays prior to the meeting, and in addition must register for the meeting, along with the number of assistants to the Company, no later than the date specified in the notice of the annual general meeting. This date may not be a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and it may not fall earlier than the fifth workday before the meeting.

Shareholders may bring one or two assistants, however, only if the shareholder has notified this in accordance with the preceding paragraph.

Section 9
The annual general meeting shall be held within six months after the end of the financial year.
At the annual general meeting, the following matters shall be treated:

  1. Election of the chair of the meeting.
  2. Drawing up and approval of the voting list.
  3. Election of one or two scrutinizers of the minutes.
  4. Determination of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of the annual report and the auditor’s report and, where appropriate, the consolidated profit and loss account and the auditors’ report for the Group.
  7. Decisions on:
    (a) Adoption of the profit and loss account and the balance sheet as well as, where applicable, the consolidated profit and loss account and the consolidated balance sheet.
    (b) Allocation of the profit or loss according to the adopted balance sheet, as well as
    (c) Discharge from liability of the members of the Board of Directors and the CEO
  8. Determination of the fees to be paid to the members of the Board and the auditors.
  9. Election of the members of the Board and, where appropriate, of the auditors
  10. Any other matters arising from the annual general meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.

Section 10
The financial year for the Company shall be January 1 - December 31 (calendar year).

Section 11
The Company’s shares shall be registered in a CSD register in accordance with lagen (1998:1479) om kontoföring av finansiella instrument (the Act (SFS 1998:1479) on accounting of financial instruments).