Articles of association

Articles of Association for Panion Animal Health AB

(Corporate ID No. 559018-4171)

Adopted by the Annual General Meeting of Shareholders on 12 May 2016.

1 § The Company

The Company's name is Panion Animal Health AB. The Company is a public company (publ).

2 § Registered office

The Company's registered office shall be in Lund, County of Skåne.

3 § Nature of the Company's business

Panion will develop and commercialize gene therapeutic treatment of epileptic-type disorders in dogs and other animals, develop and commercialize other veterinary medicinal products and treatments, and carry out other activities compatible therewith.

4 § Share capital

The share capital shall be not less than SEK 550,000 and not more than SEK 2,200,000.

5 § Number of shares

The minimum number of shares shall be 11,801,593 and the maximum number shall be 47,206,372.

6 § Board

The board shall consist of three to eight (3-8) members and no more than five (5) deputy members.  The Board is elected annually by the Annual General Meeting and will serve until the conclusion of the next Annual General Meeting.

7 § Auditors

The company shall have two auditors and up to two deputy auditors.  An auditor and, when applicable, deputy auditor, an authorized public accountant or a registered public accounting firm shall be appointed.

8 § Notice of the Annual General Meeting

Notice of the Annual General Meeting shall be announced in Post- och Inrikes Tidningar (Swedish Official Gazette) and the notice shall be made available on the company's website.

While the notice is made, an announcement with information that the notice has been issued shall be published in Dagens Industri.

Shareholders who wish to participate shall be listed in a transcript or other presentation of the entire share register, as stipulated in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551), and shall also notify the company by no later than the day stated in the Notice of Meeting.  The said day shall not be a Sunday or a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, nor shall it be earlier than the fifth weekday before the Meeting.  A shareholder may be accompanied by one or two persons, provided that the shareholder has notified the company to this effect.

9 § Annual General Meeting

The Annual General Meeting is held within 6 months of the close of the financial year.

The Annual General Meeting shall have the following agenda:

  1. Election of person to chair the Meeting;
  2. Preparation and approval of voting list;
  3. Approval of agenda;
  4. Election of one or two persons to check and approve the minutes of the Meeting;
  5. Resolution concerning the due convening of the Meeting;
  6. Presentation of the annual report and audit report and, where relevant, of the consolidated financial statements and the audit report thereon;
  7. Decisions:
    a) on the adoption of the income statement and balance sheet and, in relevant cases, of the consolidated income statement and the consolidated balance sheet;
    b) on the treatment of the company's unappropriated earnings or accumulated loss as stated in the adopted balance sheet;
    c) on the discharge of the members of the Board and the CEO from liability;
  8. Decision on remuneration to the auditors and Board;
  9. Decision on the number of Board members and deputy members, if any, and the number of auditors and deputies, if any, to be elected by the Meeting;
  10. Election of Board members and deputy members, if any, and auditors and deputies, if any;
  11. Any other business that is incumbent on the Meeting pursuant to the Swedish Companies Act (2005:551) or the company's articles of association.

10 § Financial year

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

11 § Record day provision

The Company's shares shall be registered in a VPC register according to the Financial Instruments Accounts Act (1998:1479).

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