Articles of AssociationGovernance

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Articles of Association for Polygiene Group AB, Reg. No. 556692-4287

§ 1 Company name

The company name is Polygiene Group AB. The company is a public company.

§ 2 Registered office of the board of directors

The registered office shall be located in the municipality of Malmö.

§ 3 Business activity

The company shall develop, manufacture, market and distribute additives and knowledge on antibacterial and antiviral products and generally improved hygiene on surfaces and applications as well as the reduction of odor on the above mentioned and related business.

§ 4 Share capital

The share capital shall not be less than SEK 3,600,000 and shall not exceed SEK 14,400,000.

§ 5 Number of shares

The number of shares shall not be less than 36,000,000 and shall not exceed 144,000,000.

§ 6 Board of directors and auditors

The board of directors of the company shall be composed of not less than 3 and not more than 10 members and not more than 10 deputy member. The company shall have not less than 1 and not more than 2 auditors with or without deputy auditors or a registered public accounting firm as auditor.

§ 7 Convening

Notice of a general meeting shall be given by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. Announcement that notice has been given shall at the same time be given in Svenska Dagbladet.

Shareholders intending to participate in the general meeting shall notify the company accordingly on the date specified in the notice. This date may not be a Sunday, public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall earlier than on the fifth business day before the meeting.

A shareholder or a proxy may bring no more than two advisors to the general meeting and only if the shareholder has notified the company of the number of such advisors in accordance with the provisions of the previous paragraph.

§ 8 Annual General Meeting

The following matters shall be addressed at the annual general meeting:

1)    Election of a chairman of the meeting.

2)    Preparation and approval of the voting register.

3)    Approval of the agenda.

4)    Election of one or two persons to verify the minutes.

5)    Determination as to whether the meeting has been duly convened.

6)    Presentation of the annual report and the auditor’s report and, if applicable, the consolidated annual report and the auditor’s report on the consolidated annual report.

7)    Resolution:

a)       in respect of the adoption of the profit and loss statement and the balance sheet and, if applicable, the consolidated profit and loss statement and the consolidated balance sheet;

b)       in respect of the allocation of the company’s profits or losses as set forth in the adopted balance sheet; and

c)       in respect of discharge from liability of the board members and the managing director.

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

9)    Determination of fees for the board of directors and fees for the auditors.

10)  Election of board of directors and auditors.

11)  Any other matter which rests with the general meeting in accordance with the Swedish Companies Act or the company’s articles of association.

§ 9 Financial year

The financial year of the company shall be 1/1 – 31/12.

§ 10 CSD registration provision

The company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).