Corporate Governance

This section of the website contains information and documents relating to corporate governance.

The Corporate Governance Report is reviewed annually by the company’s auditor.

The highest decision-making body is the General Meeting of shareholders, where the shareholders exercise their influence in the company. Each share equates to one vote. The Annual General Meeting is held within six months of the end of the financial year. At the Annual General Meeting, the shareholders adopt resolutions regarding such matters as the election of the members of the Board of Directors and, where appropriate, the auditors, the appointment of the Nominating Committee and discharge from responsibility for the members of the Board of Directors and the CEO for the previous year. Resolutions are also adopted regarding the preparation of the financial statements, the allocation of profit, the fees for the Board of Directors and auditors and guidelines for the remuneration of the President and other senior executives.

Auditor

Auditors are elected by the General Meeting for a period of one year. The auditors audit the company’s financial statements and management.

EY was elected auditors at the General Meeting in April 2021 for the period until the Annual General Meeting in 2022. Since April 2021, the auditor-in-charge is the authorized public accountant Jonathan Hansson.

Articles of association

Section 1 Company name
The name of the Company is Karo Pharma Aktiebolag. The Company is a public company.

Section 2 Registred office.
The Board has its registered office in Stockholm.

Section 3 Business activity
The business activity of the Company is to research, develop, manufacture, acquire and sell products within health care and to carry out other activities related thereto.

Section 4 Share capital and number of shares
The share capital will be no less than SEK 90,000,000 and no more than SEK 360,000,000. The number of shares will be no less than 225,000,000 and no more than 900,000,000.

Section 5 Board of Directors
The Board will consist of no less than three members and no more than ten members.

Section 6 Auditors
One or two auditors or a registered public accounting firm are to be appointed at the Annual General Meeting.

Section 7 Notice convening shareholders’ meetings
Notice will be made by announcement in the Swedish newspaper Post- och Inrikes Tidningar and on the Company’s website. Information that this notice has been issued will be announced in the Swedish newspaper Svenska Dagbladet. The General Meeting will be held in Stockholm.

Section 8 Pre-notification to attend shareholders’ meetings
To be entitled to attend a shareholders’ meeting, a shareholder must be registered in the complete share register, based on their status six banking days before the meeting. Shareholders must also notify the Company no later than the day stated in the notice for the meeting that they will be attending. This day must not be a Sunday, a public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays, before the meeting.

A shareholder may be accompanied by one or two assistants at the shareholders’ meeting, but only if the shareholder has notified the Company of the number of assistants in the manner prescribed in the paragraph above.

Section 9 Annual General Meeting
At the Annual General Meeting resolutions will be passed with respect to the following matters:

  1. Election of the chairman of the meeting;
  2. Drawing up and approval of the voting list;
  3. Decision on the agenda;
  4. Election of one or two people to approve the minutes together with the Chairman;
  5. Decision as to whether the meeting has been duly convened;
  6. Presentation of the annual report and the audit report and, if the Company is a parent company, the consolidated annual report and the consolidated audit report;
  7. Resolution in respect of the adoption of the profit and loss account and the balance sheet and, if the Company is a parent company, of the consolidated profit and loss account and the consolidated balance sheet;
  8. Resolution in respect of the appropriation of the Company’s profit or loss according to the adopted balance sheet;
  9. Resolution in respect of the discharge of liability towards the Company for the Board Members and the President;
  10. Resolution in respect of the number of Board Members, Deputy Board Members and, where applicable, the auditors;
  11. Resolution in respect of fees for the Board Members and, where applicable, the auditors;
  12. Election of Board Members and Deputy Board Members and, where applicable, the auditors;
  13. Other matters to be re solved at the Annual General Meeting under the Companies Act or the Articles of Association.

Section 10 Fiscal year
The fiscal year of the Company will be January 1 – December 31.

Section 11 Powers of attorney
The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551);

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.

Section 12 Record day provision
The Company’s shares shall be registered in a Central Securities Depository Register under the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).