Corporate governanceArticles of Associations

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Proposal for resolution on amendment of
the Articles of Association

The board of directors of Polygiene AB, Reg. No. 556692-4287, proposes that the annual shareholders’ meeting on 15 May 2020 resolves to amend the company’s Articles of Association as follows:

§ 1 Company name (proposed wording “Company name”)

Current wording
The name of the company is Polygiene AB. The company is a public company.

Proposed wording
The company name is Polygiene AB. The company is a public company.

§ 7 Convening

Current wording
Notice of a general meeting shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. Announcement that notice has been given shall at the same time be given in Svenska Dagbladet.

Shareholders intending to participate in the general meeting shall both be recorded in a transcript or other account of the entire share ledger pertaining to the circumstances five week days before the meeting and notify the company accordingly on the date specified in the notice. Such date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth business day before the meeting.

A shareholder or a proxy may bring no more than two advisors to the general meeting and only if the shareholder has notified the company of the number of such advisors in accordance with the provisions of the previous paragraph.

Proposed wording
Notice of a general meeting shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. Announcement that notice has been given shall at the same time be given in Svenska Dagbladet.

Shareholders intending to participate in the general meeting shall notify the company accordingly on the date specified in the notice. This date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth business day before the meeting.

A shareholder or a proxy may bring no more than two advisors to the general meeting and only if the shareholder has notified the company of the number of such advisors in accordance with the provisions of the previous paragraph.

§ 10 CSD registration provision

Current wording
The company’s shares shall be recorded in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).

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

Following the amendment, the Articles of Association will have the wording set out in Appendix A.
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For a valid resolution, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

The company’s CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
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Malmö in April 2020
Polygiene AB (publ)
The Board of Directors