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Articles of Association

Articles of Association for Biotage AB (reg. no. 556539-3138)

N.B. This is an in-house translation of the Swedish original

Adopted at the Annual General Meeting held on 27 April 2009

1 § Name of the Company 

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

2 § Registered Office

The company’s registered office shall be situated in the municipality of Uppsala.

3 § Object of the Company’s Business

The object of the company’s business shall be to directly or indirectly conduct development, production, marketing and sale of instruments, consumables and software for analysis, purification and synthesis of molecules and substances of bioscience relevance, to conduct consultancy and service business within pharmaceuticals and medical technique, to own and administer real estate and shares and other securities as well as any other business compatible to the aforesaid.

4 § Share Capital and Number of Shares

The share capital of the company shall be not less than fifty million (50,000,000) SEK and not more than two hundred million (200,000,000) SEK. The number of shares shall be not less than fifty million (50,000,000) and not more than two hundred million (200,000,000).

5 § Record Day Provision

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

6 § Financial Year of the Company

The financial year is 1 January – 31 December.

7 § Board of Directors

The Board of Directors shall consist of not less than five (5) and not more then nine (9) Directors with not more than four (4) Deputy Directors.

8 § Auditors

The company shall have one (1) or two (2) Auditors with or without Deputy Auditors. The Auditor and, if applicable, the Deputy Auditor elected shall be an Authorized Auditor or a registered public accounting firm.

9 § Notice of General Meeting

Notice of a general meeting shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) as well as on the company’s website. At the time of the notice, an announcement informing that the notice has been issued shall be published in Svenska Dagbladet.

10 § Notification before a General Meeting

A shareholder who wishes to participate in a General Meeting shall be recorded in a printout or another presentation of the entire shareholders’ register regarding the conditions five weekdays prior to the General Meeting and shall notify the company not later than 4 o’clock p.m. on the day which is so specified in the notice to the meeting. The latter day must not be a Sunday, another Swedish public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday prior to the meeting.

11 § Venue for General Meeting

A General Meeting may be held in Uppsala or Stockholm.

12 § Annual General Meeting

At the Annual General Meeting the following items shall be attended to:

  1. Election of the Chairman of the Annual General Meeting; 
  2. Preparation and approval of the voting list; 
  3. Approval of the agenda; 
  4. Election of two persons to approve the minutes; 
  5. Determination whether the Annual General Meeting has been duly convened; 
  6. Presentation of the annual report and the auditors report, as well as the consolidated accounts and the auditors report on the consolidated accounts; 
  7. Resolutions on approval of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet; 
  8. Resolution on allocation of the company’s profit or loss pursuant to the approved balance sheet; 
  9. Resolution on discharge from liability for the Directors of the Board of Directors and the CEO; 
  10. Resolution on the number of Directors and Deputy Directors to be elected by the Annual General Meeting and, when applicable, Auditors and Deputy Auditors; 
  11. Resolution on the fees payable to the Board of Directors and the Auditors; 
  12. Election of Directors and potential Deputy Directors of the Board of Directors as well as Auditors and Deputy Auditors when applicable;

Other items that are subject to resolution by the General Meeting pursuant to the Swedish Companies Act or the company’s Articles of Association.