Corporate governance

Adopted at the Annual General Meeting held on 1 June 2022.

§ 1 Company name

The name of the company is Cereno Scientific AB (publ).

§ 2 Registered office

The board shall have its registered office in Gothenburg Municipality, Sweden.

§ 3 Object of the company’s business

The Company shall conduct drug development and other activities compatible therewith.

§ 4 Share capital

The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000.

§ 5 Number of shares and classes of shares

The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

Two classes of shares may be issued, class A and class B. Each share of class A shall carry ten (10) votes, and each share of class B shall carry one (1) vote. Shares of either class may be issued up to an amount corresponding to the entire share capital.

If the company resolves to issue new shares of two classes, class A and class B, through a cash issue or an issue with payment by set-off, owners of shares of class A and class B shall enjoy preemption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the subsidiary pre-emption rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

If the company resolves only to issue shares of one class through a cash issue or an issue with payment by set-off, all shareholders shall, irrespective of share class, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.

If the company resolves to issue warrants or convertibles through a cash issue or an issue with payment by set-off, the shareholders shall have pre-emption rights to subscribe for warrants as if the issue applied to the shares that may be subscribed for pursuant to the right of option and preemption rights to subscribe for convertibles as if the issue applied to the shares that the convertibles may be converted to, respectively.

The above shall not limit the right to resolve upon a cash issue or an issue with payment by set-off with deviation from the shareholders’ pre-emption rights. In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In this connection, the owners of existing shares of a certain class shall have pre-emption rights to new shares of the same class. This shall not restrict the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.

Conversion clause

Shares of class A may upon request of the owner of such shares be converted into shares of class B. The request for conversion shall be made in writing to the company, whereby the number of shares to which the request refers shall be stated. The conversion shall thereafter without delay be reported to the Swedish Companies Registration Office for registration and will be deemed to have been effected as soon as the registration is completed and it has been noted in the central securities depository register.

§ 6 Board of directors

The board of directors shall consist of not less than four members and not more than eight members, with zero to a maximum of three deputy members.

§ 7 Auditor

Company is to elect one to two auditors, with or without deputy auditors.

§ 8 Notice of shareholders’ meeting

Notice of shareholders’ meetings shall be made through announcement in Post och Inrikes Tidningar and on the company’s website. It shall be announced in Svenska Dagbladet that a notice of a shareholders’ meeting has been issued.

A shareholder, who wants to participate in a shareholders’ meeting must notify the company not later than on the day specified in the notice of the meeting, at which time the number of counsels must also be stated. The day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.

§ 9 Business at annual shareholders’ meetings

Annual shareholders' meeting is held annually within six months of the end of the financial year.

The following business shall be addressed at annual shareholders’ meetings:

1. Election of a chairman of the meeting;

2. Preparation and approval of the voting list;

3. Election of one or two persons who shall approve the minutes of the meeting;

4. Determination of whether the meeting was duly convened;

5. Approval of the agenda;

6. Submission of the annual report and the auditors’ report and, where applicable, the

consolidated financial statements and the auditors’ report for the group;

7. Resolutions regarding

a. the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;

b. allocation of the company’s profits or losses in accordance with the adopted balance sheet;

c. discharge of the members of the board of directors and the managing director from liability;

8. Determination of fees for members of the board of directors and auditors;

9. Election of the members of the board of directors and, where applicable, auditors and deputy auditors;

10. Other matters, which are set out in the Swedish Companies Act or the company’s articles of association.

§ 10 Financial year

The Company’s financial year is 1 January – 31 December.

§ 11 Euroclear company

The Company’s shares are to be registered in a Central Securities Depository (CSD) pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).

The Company’s Auditor

The Company’s auditor is appointed by the annual general meeting for the period until the end of the next annual general meeting. On behalf of the shareholders and in accordance with current laws and regulations, the external auditor examines the annual report and accounts and the management performed by the Board of Directors and the CEO. For each financial year, the auditor shall submit an audit report to the annual general meeting, at which the auditor reports on their findings from the audit and their assessment of internal controls.

At the annual general meeting in June 2020, the registered accounting firm Frejs Revisor AB was elected as auditor with authorized public accountant Mikael Glimstedt as auditor in charge.

The auditor can be accessed via Frejs Revisorer AB, Ullevigatan 19, SE-411 40 Göteborg.