9 June 2021
29 September 2020
10 June 2020
28 August 2019
19 June 2019
15 May 2019
23 October 2018
13 June 2018
Articles of association
Adopted at the Extraordinary General Meeting held on 29 September 2020.
§ 1 Registered name
The registered name of the Company is Cereno Scientific AB (publ).
§ 2 The Board of Director’s Registered Office
The Registered Office of the Board of Directors is in Gothenburg Municipality, Sweden.
§ 3 Operations
The Company will conduct drug development and associated operations.
§ 4 Share capital
The share capital shall be not less than SEK 4,000,000 and not more than SEK 16,000,000.
§ 5 Number of shares and share classes
The number of shares in the Company shall not be less than 40,000,000 and not more than 160,000,000.
Two classes of shares may be issued, Class A and Class B shares. Class A shares provide entitlement to ten (10) votes and Class B shares provide entitlement to one (1) vote. Class A and Class B shares may be issued in an amount corresponding to the maximum share capital.
If the Company decides to issue new shares of Class A and Class B through a cash issue or an offset issue, the holders of Class A and Class B shares have preferential rights to subscribe for new shares of the same class in proportion to the number of shares the holder previously owned (primary preferential right). Shares that are not subscribed using primary preferential rights are to be offered to all shareholders for subscription (subsidiary preferential rights). If the shares offered in this manner are insufficient for the subscription made using subsidiary preferential rights, the shares are to be distributed among the subscribers in relation to the number of shares previously owned and, if this cannot be done, by lottery.
If the Company decides to issue new shares of only Class A or Class B through a cash issue or an offset issue, all shareholders, regardless of whether their shares are of Class A or Class B, have preferential rights to subscribe for new shares in proportion to the number of shares they previously owned.
If the Company decides to issue warrants or convertibles through a cash issue or an offset issue, the shareholders have preferential rights to subscribe for warrants as if the issue were of the shares that may be subscribed for on the basis of the warrants, and preferential rights to subscribe for convertibles as if the issue were of the shares for which the convertibles may be exchanged.
The above does not imply any restriction on the possibility to decide on a cash issue or an offset issue with deviation from the shareholders’ preferential rights.
When increasing the share capital through a bonus issue, new shares of each class of shares are issued in proportion to the previous number of shares of the same class. Accordingly, old shares of a certain class carry the right to new shares of the same class. The foregoing does not entail any restriction on the possibility, after the necessary amendments to the articles of association, to issue shares of a new class.
At the request of the owner, Class A shares are to be converted into Class B shares. The request for conversion, which is to be made in writing and state the number of Class A shares to be converted into Class B shares, is to be submitted to the Board of Directors. The Company must immediately report the conversion to the Swedish Companies Registration Office (Bolagsverket) for registration in the Register of Companies. The conversion is completed when the registration has been made and noted in the shareholders’ register.
§ 6 Board of Directors
The Board of Directors is to comprise not fewer than four and not more than eight members, with zero to a maximum of three deputy Board members.
§ 7 Auditors
The Company is to elect one to two auditors, with or without deputy auditors.
§ 8 Notice of General Meeting of Shareholders
Notice convening the General Meeting of Shareholders is given in the form of an announcement in Post- och Inrikes Tidningar and by publishing the notice on the Company’s website. It is to be announced in Svenska Dagbladet that the notice has been published.
To participate in a General Meeting of Shareholders, shareholders must register with the Company not later than on the date specified in the notice of the Meeting, at which time the number of assistants must also be stated. This may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor may it fall less than five working days prior to the meeting.
§ 9 General Meeting of Shareholders
The Annual General Meeting is held every year within six months of the end of the financial year. The following items of business are addressed at the Annual General Meeting:
1. Election of Chairman of the Meeting
2. Preparation and approval of the voting list
3. Election of the secretary and one or two individuals to verify the minutes
4. Determination of whether the Meeting has been duly convened
5. Approval of the agenda
6. Presentation of the submitted Annual Report and the Auditor’s Report, and where appropriate, the Consolidated Financial Statements and the Group Auditor’s Report
7. Resolutions concerning
a. the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet
b. the disposition of the Company’s profit or loss in accordance with the adopted balance sheet
c. the discharge from liability of the members of the Board of Directors and the President
8. Resolution concerning remuneration of the Board of Directors and auditor
9. Election of members of the Board and auditors as well as any alternate auditors
10. Other business to be addressed by the Meeting in accordance with the Swedish Companies Act or Articles of Association.
§ 10 Financial year
The Company’s financial year is 1 January – 31 December.
§ 11 Central Securities Depository provision
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.