Articles of Association

Articles of Association of Probi Aktiebolag (publ)
Corp. Reg. No. 556417-7540

Article 1

The company’s name is Probi Aktiebolag (publ).

Article 2

The registered office of the Board of Directors shall be situated in the Municipality of Lund, Skåne County, Sweden.

Article 3

The company shall engage, directly or through subsidiaries, in the development, manufacture and marketing of products stimulating growth and/or regulating the natural microbial flora in humans, and undertake any other operations compatible therewith.

Article 4

The company’s share capital shall amount to not less than SEK 40,000,000 and not more than SEK 160,000,000.

Article 5

The company shall have not less than 8,000,000 shares and not more than 32,000,000 shares.

Article 6

The Board of Directors shall consist of three to seven members, with not more than two deputies.

Article 7

The company shall have one auditor, with or without one deputy. The auditor shall be an authorised public accountant or firm of authorised public accountants.

Article 8

Notices of General Meetings shall be published in Post- och Inrikes Tidingar (Swedish Official Gazette) and on the company’s website. That the notice has been issued shall be published in Dagens Industri.

Article 9

The following items of business shall be addressed at the company’s Annual General Meeting:

  1. Election of chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda for the meeting;
  4. Election of one or two persons to verify the minutes;
  5. Determination of whether the meeting has been duly convened;
  6. Presentation of the Annual Report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the Group;
  7. Resolutions concerning:
    • (a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet;
    • (b) disposition of the company’s profits or losses pursuant to the adopted balance sheet;
    • (c) discharge of the members of the Board of Directors and the President from liability.
  8. Determination of the fees to be paid to the Board of Directors and the auditors;
  9. Determination of the number of members and deputy members of the Board of Directors and, where applicable, the number of deputy auditors;
  10. Election of members of the Board of Directors and, where applicable, deputy members and auditors and deputy auditors;
  11. Other matters which rest upon the General Meeting pursuant to the Swedish Companies Act or the Articles of Association.

Article 10

The company’s financial year shall be the calendar year.

Article 11

The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

Article 12

In order to be entitled to participate in a General Meeting, shareholders shall notify the company of their intention not later than 4:00 p.m. on the day stipulated in the notice convening the general meeting. This day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting.

Assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company of the number of assistants (not more than two) in the manner set out above.

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This Article of Association has been approved at the Annual General Meeting on 22 April 2010.