Corporate governance

board

management group

auditor

  • Leonard Daun
    Öhrlings PricewaterhouseCoopers AB

The auditor was re-elected at the Annual General Meeting on 20 May 2015, Öhrlings PricewaterhouseCoopers AB. Authorized Public Accountant Leonard Daun was appointed Chief Accountant. The postal address of the auditor is c/o PwC, Box 179, 751 04 Uppsala.

 


 

principles for the appointment of the nomination committee

The nomination committee shall consist of the chairman of the Board and one representative of each of the three largest shareholders based on ownership in the Company at the end of the third quarter of the financial year. Should any of the three largest shareholders refrain from appointing a representative to the nomination committee, the right shall be transferred to the shareholder who, after these three shareholders, holds the largest shareholding in the company. The Board shall convene the nomination committee. The chairman of the nomination committee shall be the member representing the largest shareholder unless the nomination committee unanimously appoints another member.

If shareholders who nominate members of the nomination committee are no longer amongst the three largest shareholders, the member appointed by this owner shall make his/her place available and the shareholder who is now one of the three largest shareholders shall be entitled to appoint a representative to the committee. However, unless there are special reasons, no change shall occur in the composition of the nomination committee if only a marginal ownership change has taken place or if the change occurs later than three months before the AGM. Shareholders who have become one of the three largest owners as a result of a material change in ownership later than three months before the meeting shall, however, have the right to appoint a representative who is entitled to participate in the nomination committee’s work and attend the committee’s meetings. In case the member leaves the nomination committee before their work is completed, the shareholder who appointed the member shall designate a new member. If this shareholder no longer belongs to the three largest shareholders, a new member shall be appointed in the above-mentioned order. Shareholders who appointed a member of the nomination committee have the right to remove such a member and appoint a new representative as member of the committee.

Changes to the composition of the nomination committee shall be published immediately. The committee’s term of office expires when a new election committee is appointed. The nomination committee shall perform its duties in accordance with the Corporate Governance Code.


 

ARTICLES OF ASSOCIATION For Sprint Bioscience AB (publ)
(org.nr 556789-7557)

Adopted at the Extraordinary General Meeting on 2 December 2016.

1 § COMPANY

The Company is Sprint Bioscience AB (publ).

2 § REGISTERED OFFICE

The Board is based in Stockholm.

3 § OPERATIONs

The company shall conduct the development of pharmaceuticals and related activities.

4 § share capital

The share capital amounts to SEK at least 500,000 and no more than 2,000,000.

5 § number of shares

The number of shares in the company shall be at least 5,000,000 and not more than 20,000,000.

6 § board and auditor

The Board consists of 3-10 members with a maximum of 10 deputies. It is elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.

1-2 auditors, with or without deputy auditors, are elected at the Annual General Meeting for the period until next the Annual General Meeting has been held during the fourth fiscal year following their election.

7 § summons

Notice of the Annual General Meeting shall be made by placing advertisements in domestic newspapers as well as on the company’s website. At the time of the notice, the information that it has been made is published in Svenska Dagbladet.

Notice of the Annual General Meeting shall be made no earlier than six and no later than four weeks before the meeting and in the case of an Extraordinary General Meeting, which will not address amendments to the Articles of Association, at the earliest six weeks and no later than two weeks before the meeting.

8 § annual GENERAL MEETING

The Annual General Meeting shall be held annually in Stockholm or Huddinge within 6 months after the end of the financial year.

At the Annual General Meeting, the following shall be taken up:

  1. Election of chairman of the meeting
  2. Establishment and approval of voting rights
  3. Approval of the agenda
  4. Selection of one or two protocol adjusters
  5. Examination of whether the meeting has been convened properly
  6. Presentation of the Annual Report and Auditor’s Report, as well as, where appropriate, the Group Audit Report
  7. Decisions
    1. to establish the income statement and balance sheet, the consolidated income statement and consolidated balance sheet
    2. on disposals of the company’s profit or loss in accordance with the established balance sheet
    3. on discharge from responsibility for the Board members and the CEO
  8. Determination of fees to the Board and the auditor
  9. Election of Board and, where appropriate, auditor and deputy auditors
  10. Other matters, brought up at the meeting pursuant to the Swedish Companies Act or the Articles of Association.

At the Annual General Meeting, each voter may vote for the full number of shares represented by them without restriction in the number of votes.

9 § fiscal year

The fiscal year is 1 January – 31 December.

10 § PARTICIPATION AT THE annual general meeting

To participate in the Annual General Meeting, shareholders must register themselves and any deputies to the company by the date stated in the notice convening the meeting. This day may not be a Sunday, other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not earlier than the fifth weekday before the meeting. The number of deputies may not exceed two.

11 § RECONCILIATION OF TITLE

The Company’s shares shall be registered in a record of reconciliation under the Financial Instrument Accounts Act (1998: 1479).