Articles of association

Articles of Association for Vicore Pharma Holding AB (Publ)

Org. no 556680-3804

adopted at the annual general meeting held on 11 May 2021

 

§ 1. Company

The name of the company is Vicore Pharma Holding AB (publ). The company is a limited liability company (publ).

 

§ 2. Registered Head Office

The board of directors shall have its registered head office in Gothenburg.

 

§ 3. Objective of the company

The company’s objective is to, directly or indirectly, carry out development of new products and methods within the field of science with emphasis on health and environment as well as own and manage shares and other securities in companies within such areas of business and any activity compatible therewith.

 

§ 4. Share capital

Aktiekapitalet ska vara lägst 35 000 000 kronor och högst 140 000 000 kronor.

 

§ 5. Number of shares

Antalet aktier i bolaget ska vara lägst 70 000 000 och högst 280 000 000.

 

§ 6. Board of directors

The board of directors shall, to the extent appointed by the annual general meeting, consist of a minimum of three and a maximum of nine board members.

 

§ 7. Auditors

The company shall appoint as auditors a minimum of one or a maximum of two auditors with a maximum of two deputies, or registered accounting company.

 

§ 8. Summons

Summons to annual general meetings shall be announced in Post- och Inrikes Tidningar and on the company’s website. Information regarding the issue of summons shall be announced in Dagens Industri. Should publication of the Dagens Industri cease, information should instead be announced in Svenska Dagbladet.

 

§ 9. Registration of participation in annual general meeting

Shareholders who wish to participate in the annual general meeting shall register with the company no later than on the day that is specified in the summons to the annual general meeting. The latter mentioned day must not be a Sunday or holiday day, Saturday, midsummer, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the annual general meeting.

Shareholders may have the company of one or two assistants at the annual general meeting, however, only if the shareholder has provided notice of such in accordance with the previous paragraph.

 

§ 10. General meetings

General meetings shall be held in Stockholm or Gothenburg.

At the annual general meeting the following matters shall be raised:

  1. Election of chairman for the meeting.
  2. Preparation and approval of the voting list.
  3. Election of two persons to verify the minutes along with the chairman.
  4. Verification that the annual general meeting has been duly convened.
  5. Approval of the agenda.
  6. Presentation of annual report and auditors’ report and consolidated financial statements and consolidated auditors’ report
  7. Resolution regarding adoption of income statement and balance sheet and, when applicable, consolidated income statement and consolidated balance sheet.
  8. Resolution regarding allocation of the company’s profit or loss according to the adopted balance sheet.
  9. Resolution regarding adoption of discharge of liability for the board members and the Chief Executive Officer
  10. Resolution regarding adoption of the number of board members and deputies and, when applicable, of auditors and auditor deputies.
  11. Resolution regarding adoption of remuneration for the board of directions and the auditors.
  12. Election of the board of directors and any deputies and, when applicable, of auditors or auditor deputies.
  13. Other matter that is submitted at the annual general meeting according to the Companies Act (2005:551) or the articles of association.

§ 11. Financial year

The financial year of the company shall be the calendar year.

§ 12. Central Securities Depository clause

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

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General

Vicore Pharma Holding AB (“Vicore”) shall only process personal data in accordance with applicable data protection law and high industry standards.

 

Personal data.

Vicore processes personal data provided to us;
(i) by you in the day-to-day communications, or

(ii) in connection with entering into or performing an agreement or business arrangement with you, or
(iii) by a third party allowed by law or your consent.

The personal data may consist of contact and identification details and other information relevant to the situation.

 

Purpose.

Vicore process personal data for the purpose of communicating with you and to perform, manage and comply with agreements between us as well as rights and obligations which are allowed by law or applicable regulation.

 

Legal grounds.

The legal grounds for processing personal data is either;
(i) your consent which shall be considered provided when you either voluntary submit the personal data or enter into an agreement with us, or
(ii) a legitimate interest allowed under law.

 

Security

Vicore shall use adequate technical and organisational security measures to protect the personal data from loss and to safeguard against access from unauthorised persons.

Transfers of personal data may only occur;
(i) to third parties who perform services on Vicore behalf and who may only process personal data in accordance with our instructions, and may not use personal data for their own purposes; and
(ii) outside the EU/EEA only in accordance with applicable data protection laws and subject to the EU Commission’s standard contractual clauses, and
(iii) as otherwise permitted by law or your consent.

Duration.

The duration we process personal data is limited to what is reasonable for the purpose of the processing, unless otherwise required or permitted by law.

 

Rights

Vicore is the controller of the personal data processing, meaning that we are responsible for that the personal data is processed correctly and in accordance with applicable data protection laws.

Unless prevented by applicable law, regulation or agreement data subjects have the right to;
(i) know what personal data we process about them,
(ii) request that we rectify or erase inaccurate or incomplete personal data
(iii) object to specific processing of personal data, and
(iv) receive the personal data provided by them and have the personal data transferred to another party responsible for data processing.

All communications with Vicore regarding how we process personal data or exercise of any of your rights can be sent by e-mail to info@vicorepharma.com or by post to the address above.

Reports and complaints can also be directed to Datainspektionen who is the supervisory authority for our processing of personal data.