Articles of Association

English translation for information purposes only. If there are differences between the English
translation and the Swedish original, the Swedish text will take precedence.

Articles of Association Vivesto AB

1. Name

The corporate name of the company is Vivesto AB. The company is a public company (publ).

2. Registered office

The company’s registered office is situated in the municipality of Stockholm.

3. Object of the company’s business

The object of the company’s business is to conduct research and development, manufacturing, marketing and sale of pharmaceutical products within human and veterinary medicine and any other activities compatible therewith.

4. Share capital and shares

The share capital shall be not less than SEK 24 000 000 and not more than SEK 96 000 000. The number of shares shall be not less than 240 000 000 and not more than 960 000 000.

5. Type of share

The shares shall be issued in one series, denoted series A.

6. The Board of Directors

The Board of Directors shall consist of at least 3 at the most 8 members with at the most 3 deputy members.

7. Auditors

Regarding audit of the company’s Annual Report, accounts and the Board’s and Chief Executive Officer’s management, one or two auditors with at the most two deputies or one or two registered auditor firms shall be appointed.

8. Notice

Notice of General Meeting shall be published in Post- och Inrikes Tidningar and the notice shall be made available on the company website. It shall be advertised in Dagens Nyheter that a notice has been issued.

Shareholders who wish to participate in a General Meeting must be recorded in a transcript of the entire share register on the record date for the General Meeting, which is established in accordance with the Swedish Companies Act, and notify the company no later than the date specified in the notice, stating the number of assistants.

9. Annual General Meeting

Annual General Meeting shall be held in Uppsala or Stockholm.

At the Annual General Meeting the following matters must be addressed.

  1. Election of chairman for the meeting.
  2. Preparation and approval of the voting list
  3. Approval of the agenda.
  4. Election of one or two persons who shall, in addition to the chairman, approve the minutes of the meeting.
  5. Determination of whether the Meeting has been duly convened.
  6. Presentation of the Annual Report and the Auditors’ report on the consolidated financial statements.
  7. Resolutions
    • regarding the adoption of the income statement and the balance sheet, and
      when applicable, the consolidated income statement and the consolidated
      balance sheet.
    • resolution regarding allocation of the company’s profit or loss in accordance
      with the adopted balance sheet.
    • regarding discharge of the members of the Board of Directors and the managing
      director from liability.
  8. Determination of the number of members and deputy members of the Board of
    Directors and the number of auditors and deputy auditors.
  9. Determination of fees for the Board of Directors and, when applicable, the auditors
  10. Election of the members, deputy members and Chairman of the Board of Directors and, when applicable, auditors and deputy auditors.
  11. Other matters which are set out in the Swedish Companies Act (205:551) or in the company’s Articles of Association. The Chairman of the Board or a person appointed by the Board of Directors shall open the Annual General Meeting and lead the negotiations until a chairman has been elected.

10. Fiscal year

The fiscal year shall be January 1 to December 31.

11. Collection of proxy forms, voting by post and presence of third parties at the General Meetings

The Board of Directors may collect proxies in accordance with the procedure stated in Chapter 7 Section 4 second paragraph of the Swedish Companies Act.

The Board of Directors may, prior to a General Meeting, resolve that the shareholders shall be entitled to exercise their voting rights by post, including e-mail, prior to the General Meeting.

Anyone who is not a shareholder shall, on terms determined by the Board of Directors, be entitled to be present or otherwise follow the proceedings at the General Meeting.

12. Record day provision

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

Adopted at general meeting held on February 21, 2022.

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