Articles of Association

Below Articles of Association was accepted on February 20th, 2024

§ 1 Company Name
The name of the company is Elicera Therapeutics AB.

§ 2 Registered Office
The Board of Directors shall have its registered office in Uppsala Municipality.

§ 3 Business Activities
The company shall engage in activities within Life Science and related operations.

§ 4 Share Capital
The share capital shall be no less than SEK 50,000 and no more than SEK 200,000.

§ 5 Number of Shares
The number of shares shall be no fewer than 500,000 and no more than 2,000,000.

§ 6 Board of Directors
The Board of Directors shall consist of no fewer than 1 and no more than 7 members, with no fewer than 0 and no more than 3 deputies.

§ 7 Auditors
For the audit of the company's annual accounts and financial statements, as well as the administration of the Board of Directors and the CEO, one auditor shall be appointed annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.

§ 8 Notice of Meeting
Notice of meetings shall be given by mail or email.

§ 9 Matters at the Annual General Meeting
The following matters shall be addressed at the Annual General Meeting:

  1. Election of the chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or two adjusters
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and, where required, the auditor's report
  7. Resolutions on:
    • adoption of the income statement and balance sheet
    • disposition of the company’s profit or loss in accordance with the adopted balance sheet
    • discharge from liability for the Board of Directors and the CEO
  8. Determination of fees for the Board of Directors and, where applicable, auditors
  9. Election of members of the Board of Directors and, where applicable, auditors
  10. Other matters to be addressed at the Annual General Meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.

§ 10 Financial Year
The financial year shall be January 1 - December 31.