Corporate governance

Articles of Association

Articles of Association EQL Pharma AB (publ) Org.nr. 556713-3425

§1 Company

The company is EQL Pharma AB. The company is public (publ).

§2 Seat of the Board

The Board shall have its seat in Lund municipality.

§ 3 Activities

The limited company’s operations shall be to manufacture, develop, trade in medical, diagnostic, pharmaceutical and chemical-technical products, acquire and grant licenses and agencies for such products and activities compatible therewith. The company must also engage in financial activities, except for activities referred to in the Banking Act or the Credit Market Companies Act.

§ 4 Share Capital

The share capital shall amount to a minimum of SEK 534,897 and a maximum of SEK 2,139,588.

§ 5 Number of Shares

The number of shares shall be a minimum of 11,886,600 and a maximum of 47,564,600.

§ 6 Board

The Board shall consist of a minimum of three and a maximum of eight Board members with a maximum of three deputies.

§ 7 Auditor

For review of the company’s annual report and the administration of the Board and the Managing Director, two auditors, with or without deputies, are appointed or a registered auditing company.

§ 8 Notice of Annual General Meeting

Notice of a General Meeting shall always be given by advertising in Post-och Inrikes Tidningar and on the company’s website. That a summons has been issued shall be announced in Svenska Dagbladet. If the publication of Svenska Dagbladet were to cease, the advertising would instead take place through Dagens Industri.

§ 9 Registration for the meeting

Shareholders who have been entered in the share register in the manner prescribed in Chapter 7, Section 28, Paragraph 3 of the Swedish Companies Act and who have registered with the company no later than the date specified in the notice convening the meeting have the right to participate in the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting. If shareholders intend to bring assistants, the number of assistants must be stated in the notification.

§ 10 Annual General Meeting

The Annual General Meeting shall be held annually within six (6) months after the end of the financial year. The following matters shall be discussed at the Annual General Meeting:

1) Election of chairman at the meeting.

2) Establishment and approval of the ballot paper.

3) Approval of the agenda.

4) Election of one or two adjusters.

5) Examination of whether the meeting has been duly convened.

6) Presentation of the annual report and auditor’s report as well as any case consolidated accounts and consolidated auditor’s report.

7) Decide on

a) approval of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;

b) on dispositions regarding the company’s profit or loss according to the approved balance sheet and;

c) on discharge from liability of the members of the Board of Directors and the CEO.

8) Determination of the number of Board members, deputy Board members and of the number of auditors and deputy auditors.

9) Determination of fees to the Board and the auditors.

10) Election of the Board and any deputy Board members as well as auditors or auditing companies and any deputy auditors.

11) Other matters, which come to the meeting in accordance with the Swedish Companies Act or the Articles of Association.

§ 11 Financial year

The limited company’s financial year shall be 0401-0331.

§ 12 Reconciliation reservation

The shareholder or nominee who on the record date is entered in the share register and recorded in a record register, according to ch. the Act (1998: 1479) on the accounting of financial instruments or one that is recorded in a reconciliation account according to ch. § 18 first paragraph 6-8 mentioned law, shall be assumed to be competent that exercised rights set forth in Chapter 4. Section 39 of the Swedish Companies Act (2005: 551).

Corporate Governance Reports

2020/2021

A corporate governance report is coming soon.

Carl Lindgren has more than 25 years of experience from the Life Science industry within multinational companies like AstraZeneca PLC, Lundbeck A/S and Karo Pharma AB. He most recently joined from a position as VP M&A/Business Development within the executive management team of Karo Healthcare AB. Carl is furthermore Member of the Board of Iconovo AB and Biomedica Norden AB.

Board of Directors

Christer Fåhraeus

Chairman of the Board

Education

BA, MSc Biotechnology, PhD hc

Born

1965

Holding

9 310 271 via companies

Independent

Assumed

Board member since 2006

Professional experience

Chairman of FlatFrog Laboratories AB, Respiratorius AB (plc) and Longboat Explorers AB. Member of the board of CellaVision AB (plc), LU Innovation AB and Reccan AB. Former CEO of CellaVision AB (plc), Anoto Group AB (plc), Flatfrog Laboratories and Agellis Group AB (plc).

Anders Månsson

Board member

Education

BSc & MBA

Born

1967

Holding

10 000

Independent

Yes

Assumed

Board member since 2018

Professional experience

With 25 years of experience in Life Sciences, Anders has held several Senior Executive roles in multinational pharmaceutical companies, both abroad and at home. He is currently CEO and Member of the Board of Longboat Amniotics AB, a private Biotech company operating in stem cell production & development. Anders is also a Board Member in Respiratorius AB (publ.), and Chairman of the Board in CanImGuide Theraputics AB (priv.). In addition, he serves as Industrial Advisor in Life Sciences to the Private Equity company Ratos AB (publ.).

Per Ollermark

Board member

Education

BSC

Born

1960

Holding

Independent

Yes

Assumed

Board member since 2021

Professional experience

More than 25 years of experience from leading finance positions in international groups, both abroad and in Sweden, the majority of which are companies within Life Science. For 10 years, interim consultant and financial advisor via his own company Turn the Key AB, with a focus on efficiency projects, turn-around, IPO preparations and traditional interim roles.

Per Svangren

Board member

Education

Pharmacist, Uppsala University

Born

1973

Holding

10 480

Independant

Yes

Assumed

Board member since 2021

Professional experience

Currently senior consultant and CEO of own consulting company Svangren Life Science Consulting AB. Has >20 years of experience in the Pharma and Med Tech industry in both local and global positions. Previous employers include Pfizer, AstraZeneca, LEO Pharma and SOBI. Ended assignment in Barsebäck Golf Country Club in March 2021 after 7 years on its board.

Rajiv I. Modi

Board member

Education

MSc Biochemical Engineering from University College, London, PhD Biological Science from the University of Michigan, Ann Arbor, USA.

Born

1960

Holding

8 718 500 via company

Independant

Assumed

Board member since 2015

Professional experience

Chairman and Managing Director of Cadila Pharmaceuticals.
Cadila Pharmaceuticals places immense focus on research. Being a Biotechnologist himself, Dr Modi has played a major role in developing the Company’s Biotechnology Division into a strong R&D unit, focusing on new developments and breakthrough innovations. Envisioning a global presence for the Group, Dr Modi played a pivotal role in establishing the marketing set-up and subsidiaries of the Company across the shores.
Chairman of the CII National Committee on Pharma 2015-2016. Chairman of Board of Governance of Indian Institute of Technology, Guwahati, India. Former Chairman of CII Gujarat State Council.

Linda Neckmar

Board member

Education

M.Sc. (Chemical Engineering) Lund University of Technology

Born

1973

Holding

2 500

Independant

Yes

Assumed

Board member since 2020

Professional experience

Head of Commercial Development på Chr Hansen AS. Styrelseledamot i Veg of Lund AB. Tidigare VP EMEA and APAC på Probi AB och styrelseledamot i Phase Holographic Imaging AB.

Nomination Committee

Main principles shall apply for the composition of the Nomination Committee:

The Chairman of the Board shall, as soon as registered shareholders of the company is known per December 31, contact the three with the most voting power according to the company’s shareholder’s registry and ask them to provide one member each for the Nomination Committee. If one such shareholder doesn’t wish to provide a member, the next shareholder in voting power is asked until all three seats are taken. The thus chosen members will make up the Nomination Committee. The Chairman of the Board will gather, but not be part of, the Nomination Committee, however the Committee might choose to adjunct the Chairman to help in the nomination preparations. The Nomination Committee shall thereafter choose a chairman for the Committee from amongst its members. The names of the members of the Nomination Committee shall be published by the company six months prior to the General Annual Meeting at the latest.

If a shareholder, that have a chosen member on the Nomination Committee and before the work of the Committee has finished, would get a lower ranking among the shareholders with the most voting power. The member that that shareholder has provided can, at the decision of the Committee, be replaced by a new member as provided by the shareholder with, at that point, larger voting power that are not already represented in the Committee. If one of the Committee’s members, before the Committee’s task is complete, choose to retire from the Committee or otherwise stop being a representative of the nominating shareholder, then a new member can be appointed by this shareholder if the shareholder so wishes.

The thus appointed Nomination Committee will be active until the next Nomination Committee has been appointed. The members of the Nomination Committee will receive no compensation for their work in the Committee. The company will, as needed, reimburse the Committee for costs that has been deeemed neccessary by the Committee for it to fulfill its tasks. The Nomination Committee can also adjunct members to the Committee if it deems it prudent; the adjuncted member will not, however, have any voting power in the Committee.