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aXichem is an innovative biotechnology company specialising in development of natural analogue ingredients.
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Person discharging managerial responsibilities (PDMR)Corporate managementArticles of AssociationNomination CommitteeAuditorsBoard of directorsCertified AdvisorAnnual General MeetingManagement
Articles of Association
ARTICLES OF ASSOCIATION
  1. Operating name
The company’s operating name is aXichem AB (publ).  
  1. Base of the board
The board shall be based in the Municipality of Lund.  
  1. Operations
The object of the company’s operations is to carry out research, development, production and sale of organic chemical products for ecological application within aquaculture, agriculture and forestry and operations compatible therewith.  
  1. Share capital
The share capital shall comprise at least SEK 1,280,000 and at most SEK 5,120,000.  
  1. Number of shares
The company shall have at least 6,400,000 and at most 25,600,000 shares. Shares may be issued in two series: Series A and B. Shares of Series A carry one (1) vote and shares of Series B carry one tenth (1/10) of a vote. Shares of each class may be issued at number corresponding to the entire share capital. Should the company decide to issue new shares of Series A and Series B by way of a cash issue or a set-off issue, holders of Series A and Series B shares shall have a priority right to subscribe for new shares of the same class in proportion to the number of shares the shareholder previously owned ('primary right of priority). Shares not subscribed for with a primary right of priority shall be offered to all shareholders for subscription (subsidiary right of priority). If the shares thus offered are insufficient for the subscriptions made with a subsidiary right of priority, the shares shall be allotted between the subscribers in proportion to the number of shares they previously owned and, to the extent that this cannot be done, through the drawing of lots. Should the company decide to only issue shares of Series A or Series B by way of a cash issue or a set-off issue, all shareholders, irrespective of whether their shares are Series A or Series B, shall have a priority right to subscribe for new shares in proportion to the number of shares they previously owned. The above provisions shall not entail any limitations to the possibility of making a decision concerning a cash issue or a set-off issue deviating from the shareholders’ priority rights. When increasing the share capital by way of a bonus issue, new shares shall upon the issue of new shares be issued for each class in proportion to the number of shares of the same class that previously existed. Old shares of a certain class shall thereupon carry a right to new shares of the same class. This provision shall not entail any limitation to the possibility of issuing new shares of the same class by way of a bonus issue, following any appropriate amendments to the Articles of Association. Should the company decide to issue warrants or convertibles by way of a cash issue or a set-off issue, the shareholders shall have a priority right to subscribe for such warrants and convertibles as if the issue related to those shares for which a new subscription may be made pursuant to the option right and the shares for which the convertibles may in the future be exchanged, respectively. Holders of Series A shares shall be entitled to require that a Series A share is converted into a Series B share. The request for conversion, which shall be made in writing and state the number of shares to be converted, shall be made to the company’s board. The company’s board shall report the conversion without delay to the Swedish Companies Registration Office for registration. The conversion is effected upon the registration. The company’s board shall subsequently attend to the conversion of the shares as soon as possible in each holder’s securities account. The company shall implement the measures required for the conversion free of charge for a shareholder four times a year. Such measures are to be implemented at the end of each quarter in respect of requests received by the company no later than seven days before the end of a quarter. Shareholders are also entitled to have the conversion implemented at other times, although payment for this will then be required.  
  1. Board
The board shall comprise at least three and at most ten members with at most ten deputies. The board is to be elected annually at the Annual General Meeting for the period up until the next Annual General Meeting has been held.  
  1. Auditor
At least one and at most two auditors, with at most two deputy auditors, shall be appointed to audit the company’s annual accounts and also the administration of the company by the board and the managing director.  
  1. Notices
Notice of general meetings shall be announced in Post- och Inrikes Tidningar[Swedish Official Gazette]and on the company’s website. An announcement that notice has been given shall be made in Svenska Dagbladet. A shareholder shall notify the company’s board before 12 noon on a certain day to be allowed to attend a general meeting. This day, which may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, and which may not fall earlier than the fifth working day before the meeting, shall be stated in the notice for the meeting. General meetings shall be held either in Lund or Malmö.  
  1. Matters at the Annual General Meeting
The following matters shall be dealt with at the Annual General Meeting:
  1. Election of chair forthe meeting
  2. Preparation and approval of the voting list
  3. Approval of the proposed agenda
  4. When appropriate, election of one or more persons to check and verify the minutes
  5. Consideration of whether the meeting has been duly convened
  6. Presentation of the annual report and auditor’s report
  7. Decisions concerning:
  8. adoption of the income statement and balance sheet
  9. the appropriation of the limited company’s profit or loss according to the balance sheet adopted, and
  10. discharge from liability for members of the board and managing director
  11. Determination of fees for the board and auditor
  12. Election of the board and, when appropriate, auditors together with deputy board members and deputy auditors
  13. Other matters which are to be dealt with by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
 
  1. Financial year
The financial year of the company shall comprise the calendar year.  
  1. CSD clause
The company’s shares shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).