Articles of association

The articles of association were adopted on the extraordinary general meeting held on December 7, 2016. The registration of the general meetings resolution to adopt the articles of association is conditioned by the completion of the offering and the articles of association will therefore be registered with the Swedish Companies Registration Office in immediate connection with the first day of trading of the Company’s shares on Nasdaq Stockholm. (1)

NB: the English text is an unofficial translation

1 § Name

The Company’s name shall be Oncopeptides AB (publ). The company is a public company.

2 § Registered Office

The registered office of the company shall be in the municipality of Stockholm.

3 § Object

The Company s hall have as its object to directly or indirectly conduct research and development, manufacture, marketing, sales and licensing of pharmaceuticals for treatment of isolated as well as spread cancer disease and to conduct other business compatible therewith.

4 § Share Capital

The share capital of the company shall be no less than SEK 2,400,000 and no more than SEK 9,600,000.

5 § The Shares

The number of shares shall not be not less than 22,000,000 and not more than 88,000,000 shares. The company shares shall be common shares that entitle to one vote each on general meetings.

6 § The board

The board shall consist of not less than three and not more than seven members.

7 § auditors

For the audit of the Company’s annual report and accounts as well as the management by the board and the CEO, one or two auditors, with or without deputy auditors, shall be elected at the general meeting of shareholders. A registered audit company may also be appointed as auditor.

8 § Notices

Notice of a general meeting shall be made by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company’s website. It shall further be announced in Dagens industri that a notice has been made. Shareholders wishing to participate in general meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the general meeting and notify the company no later than the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

9 § The chairman of the board

The chairman of the board or the person appointed to do so shall open the general meeting and be in charge of the negotiations until the chairman has been elected.

10 § Matters at the meeting

At an annual general meeting of the shareholders the following matters shall be dealt with:

  1. election of chairman of the meeting;
  2. preparation and approval of voting list;
  3. approval of the agenda;
  4. election of one or two persons to approve the minutes;
  5. determination as to whether the meeting has been duly convened;
  6. presentation of the annual report and auditor’s report and, if appropriate, the group annual report and the group auditor’s report;
  7. resolutions in respect of
    a) adoption of the profit and loss statement and balance sheet and, if appropriate, the group profit and loss statement and group balance sheet;
    b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet;
    c) the discharge from liability for the directors of the board and the CEO;
  8. determination of the number of members of the board and the number of auditors to be elected at the meeting and;
  9. determination of directors’ and auditors’ fees;
  10. election of members of the board;
  11. election of auditors and deputy auditors (if any);
  12. other matters to be dealt with at the meeting pursuant to the Companies Act (2005:551) or the articles of association

11 § Collection of proxy forms

The board of directors may collect proxies at the company’s expense pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act.

12 § Financial year

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

13 § CSD clause

A shareholder or fund manager who is recorded in the Company’s share ledger on the record day and recorded in a CSD register in accordance with chapter 4 of the Swedish Financial Instruments Accounts Act of 1998 (Sw. lagen (1998:1479) om kontoföring av finansiella instrument) or a person who is recorded in a CSD account in accordance with chapter 4 section 39 of the Swedish Companies Act.

(1) The Company’s registered articles of association stipulate that the board of directors in the Company shall consist of no more than seven (7) members elected by the general meeting. At the extraordinary general meeting held on February 6, 2017, Cecilia Daun Wennborg was elected new ordinary board member in the Company. In connection with the extraordinary general meeting it was also resolved to change the articles of association, whereby the limits for the maximum number of board members in item 6 in the articles of association will be eight (8). The registration of Cecilia Daun Wennborg as a board member, and the registration of the new articles of association, is expected to take place around the turn of the month February/March 2017.