ARTICLES OF ASSOCIATION
Tripep AB corporate ID No. 556705-1965
§ 1
The corporate name is Tripep AB. The company is a public limited liability company (publ).
§ 2
The registered office of the Board of Directors is in the Municipality of Huddinge, Sweden.
§ 3
The company will conduct research and development in the medical field, market and sell medical services and products, and also pursue other associated activities.
§ 4
The share capital will be no less than 690,000 Swedish kronor and no more than 2,760,000 Swedish kronor.
§ 5
There will be no less than 23,000,000 and no more than 92,000,000 shares.
§ 6
The Board of Directors of the company will comprise 3 - 7 Members, with no more than 3 Deputies.
The company will have one to two Auditors with or without Deputy Auditors or one registered audit practice.
§ 7
Invitations to attend Annual General Meetings and Extraordinary General Meetings will be through advertisement in the Swedish Official Gazette (Post- och inrikes tidningar) and Swedish national daily newspaper Svenska Dagbladet.
Invitations to attend Annual General Meetings and Extraordinary General Meetings at which amendments to the Articles of Association are considered must be issued no earlier than six weeks and no later than four weeks prior to such Meeting. Notice of other Extraordinary General Meetings will be issued no earlier than six weeks and no later than two weeks prior to such Meetings.
In order to be permitted to attend General Meetings, shareholders must first be included in the print-out of the complete share register as of five weekdays before the Meeting, secondly notify the company including the number of assistants by no later than 3:00 p.m. on the day specified in the invitation to attend the Meeting. Such day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and must not fall earlier than the fifth weekday prior to the Meeting.
General Meetings will be held in Stockholm, Huddinge, Malmö or Gothenburg, Sweden. If the Board of Directors so resolves, participation at Meetings from locations in Sweden other than where the Meeting is held is permitted.
§ 8
The Annual General Meeting will be held annually within six months of the expiry of the financial year. The Chairman of the Board of Directors, or a person duly appointed by the Board, will open the General Meeting and preside over proceedings until a Chairman of the General Meeting has been elected.
The following matters will be included in the agenda of the Annual General Meeting:
1. Election of Chairman of the Meeting.
2. Preparation and approval of the Voting List.
3. Election of one or two persons to verify the Minutes of the Meeting.
4. Determination of whether the Meeting has been duly convened.
5. Approval of the Agenda.
6. Presentation of the Annual Report and the Auditor's Report and, where appropriate, the Consolidated Financial Statements and the Auditor's Report on the Consolidated Financial Statements.
7. Resolutions:
a) Adoption of the Income Statement and Balance Sheet and, where appropriate, the Consolidated Income Statement and Consolidated Balance Sheet.
b) Appropriations of the Company's profit or loss as stated in the adopted Balance Sheet.
c) Discharge of the Members of the Board of Directors and the Chief Executive Officer from personal liability.
8. Determination of the number of Members and Deputy Members of the Board of Directors and, where appropriate, determination of the number of Auditors and Deputy Auditors.
9. Determination of remuneration to the Board of Directors and Auditors.
10. Election of Members and Deputy Members of the Board of Directors and, where appropriate, Auditors and Deputy Auditors.
11. Any other matters to be considered at the Meeting pursuant to the Swedish Companies Act (2005:551) or the Articles of Association.
The Annual Accounts will be available for shareholders at least two weeks prior to the General Meeting.
§ 9
The Company's financial year will be 1 January to 31 December.
§ 10
That shareholder or nominee, who on the record date is listed in the Share Register and recorded in the list specified by Chapter 4 of the Swedish Financial Instruments Act (1998:1479) or included in the list specified in Chapter 4 § 18, first paragraph clauses 6 - 8 of the above Act, will be considered authorized to exercise the rights pursuant to Chapter 4 §39 of the Swedish Companies Act (2005:551).
Adopted by the Annual General Meeting on 1 April 2009