Articles of Association

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Welcome to Mendus’ Investor Relations page. Mendus is listed on NASDAQ Stockholm under the ticker symbol IMMU. You will find all relevant information on the Mendus share in our Investors section.

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Articles of AssociationAdopted by the Annual General Meeting 12-05-2023
§ 1Company nameThe company’s registered name is Mendus AB (publ). The company is a public limited company (publ).
§ 2Registered officeThe board of directors shall have its registered office in Stockholm municipality, Stockholm county.
§ 3Object of the companyThe company shall conduct research, development, marketing and sales of pharmaceuticals and thereby comparable business.
§ 4Share capitalThe share capital shall constitute a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000.
§ 5Number of sharesThe number of shares shall be minimum 50,000,000 and maximum 200,000,000.
§ 6Board of directorsThe board of directors shall consist of a minimum of three and a maximum of eight members without deputies.
§ 7AuditorsFor auditing of the company’s annual report, the accounting records and the administration of the board of directors and the managing director, an auditor is appointed each year at the annual general meeting for the period until the end of the next annual general meeting.
§ 8NoticeNotice of general meeting shall be made through an announcement in The Official Swedish Gazette and by making the notice available on the company’s website. Simultaneously with the notice, the company shall by way of announcement in Dagens Industri inform that notice has been made. Notice of annual general meeting and an extraordinary general meeting where a matter of amendment of the articles of association shall be considered shall be made at earliest six and not later than four weeks prior the meeting. Notice to other extraordinary general meetings shall be made at earliest six and not later than three weeks prior to the extraordinary general meeting.
§ 9Notice to attend general meetingShareholders have the right to attend the general meeting if they are recorded in the share register in accordance with the provisions in Chapter 7 Section 28 Paragraph 3 of the Swedish Companies Act and have given notice of their attendance to the company no later than the day mentioned in the notice. Such day may not be a Sunday, any other public holiday, Saturday, Midsummers Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth working day prior to the meeting.
§ 10Collection of proxy forms and voting by postThe board of directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act.
The board of directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
§ 11Agenda at the annual general meetingAt the annual general meeting the following items shall be addressed:
Election of chairman of the general meeting.
 Preparation and approval of voting list.
Presentation and approval of the agenda.
Election of one or two persons to verify the minutes.
Determination of whether the general meeting has been duly convened.
Presentation of the annual report and the audit report and, if applicable, the consolidated annual report and consolidated audit report.
Resolutions
a) on adoption of the income statement and balance sheet and, if applicable, the group income statement and group balance sheet.
b) on disposition of the company’s profit or loss according to the adopted balance sheet.
c) discharge of liability for the board of directors and the managing director.
Determination of remuneration for the board of directors and auditors.
Election of board of directors and auditors and, if applicable, deputy auditors.
Other matters that are to be addressed at the annual general meeting pursuant to the Swedish Companies Act (2005:551) or the articles of association.
§ 12Financial yearThe company’s financial year shall be 1 January – 31 December.
§ 13Central Securities Depository Clause The company’s shares shall be registered in a Central Securities Depositary Register pursuant to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).