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Articles of Association

Polygiene AB, Company registration no. 556692-4287. Adopted at an Extraordinary General Meeting on 14 January 2016.

§ 1 Company name

The company name is Polygiene AB. The company is a public limited liability company (publ.).

§ 2 Domicile of the Board of Directors

The Board of Directors is domiciled in Malmö, Sweden.

§ 3 Corporate capacity

The company shall develop, manufacture, market, and distribute additives and know-how related to antibacterial and anti-viral products, and to generally improving hygiene on surfaces, applications, and to the reduction of odors on the above, and other activities compatible therewith.

§ 4 Share capital

The share capital shall be not less than MSEK 1.3 and not greater than MSEK 5.2.

§ 5 Number of shares

The number of shares shall be not less than 13,000,000 and not more than 52,000,000.

§ 6 Board of Directors and auditors

The Board of Directors shall consist of not less than three and not more than 10 directors with no more than 10 deputies. The company shall have not less than 1 and not more than 2 auditors, with or without deputies, or a registered auditing firm or auditor.

§ 7 Convening notice to general meeting of shareholders

Notice for convening a general meeting of shareholders shall be published for shareholders on the Company website and advertised in the ‘Post- och Inrikes Tidningar’ (official notification medium of the Swedish government). Publication of the notice of convening shall also be advertised in Svenska Dagbladet (a Swedish daily newspaper).

Shareholders who wish to participate in an Annual General Meeting shall be registered in the transcript or other representation of the complete share register no later than five working days prior to the meeting, and they shall notify the Company thereof no later than on the date specified in the convening notice. That date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not fall earlier than the fifth ordinary business day prior to the Annual General Meeting. Shareholders or their representatives may not have more than two assistants at the meeting, and only when they notify the
Company of the number of assistants prior to the meeting as indicated in the previous paragraph.

§ 8 Annual meeting of shareholders

The following business shall be conducted at the annual

  1. Election of the Chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the meeting agenda.
  4. Election of one or two adjusters.
  5. Resolution concerning the due convening of the meeting.
  6. Presentation of the annual report and the auditor’s report and, where appropriate, consolidated financial statements and the consolidated auditor’s report.
  7. Resolution regarding:
    a) Regarding adoption of the Income Statement and Balance Sheet, and where appropriate consolidated income statement and consolidated balance sheet;
    b) Dispositions concerning the proposed treatment of the Company’s unappropriated earnings or losses as stated in the adopted balance sheet, and
    c) Discharge of the members of the Board and the CEO from liability.
  8. Adopting the number of directors and deputies for the Board of Directors, auditors and deputy auditors.
  9. Adoption of fees paid to members of the Board and auditors.
  10. Election to the Board of Directors and of auditors.
  11. Any other business that arises at the meeting in accordance with the Swedish Companies Act or articles of association of the Company.

§ 9 Fiscal year

The fiscal year shall be 1 January–31 December.

§ 10 Securities depository company

The Company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instrument Accounts Act (1998:1479).