NOTICE OF ANNUAL GENERAL MEETING PROMORE PHARMA AB (PUBL)

The Annual General Meeting of Promore Pharma AB (publ) will be held on Thursday 27 May 2021.

(Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.)

Due to the extraordinary situation as a result of Covid-19, the meeting will be held in a different way than usually. To reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the meeting will be held without physical presence.

RIGHT TO ATTEND AND NOTIFICATION OF THE COMPANY
Anyone wishing to attend the meeting must

(i) be entered as a shareholder in the share register kept by Euroclear Sweden AB as of 19 May 2021, and
(ii) notify by casting its advance vote as instructed under the heading Advance voting below so that the advance voting form is received by the company no later than 26 May 2021.

To be entitled to participate in the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of 21 May 2021. Registration in this way may be temporary.

See below for further information on the processing of personal data.

Information on the resolutions passed at the meeting will be published on 27 May 2021, as soon as the result of the advance voting has been finally confirmed.

ADVANCE VOTING
The shareholders may only exercise their voting rights at the meeting by voting in advance, so-called postal voting under section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form will be used for advance voting. The form is available on the company’s website www.promorepharma.com. The form may also be obtained at the company. The advance voting form is considered as the notification of participation.

The complete voting form must be received by the company no later than on 26 May 2021.The form must in due time be submitted by e-mail to shareholders@promorepharma.com or by mail to Promore Pharma AB (publ), ”Annual General Meeting”, Fogdevreten 2, SE-171 65 Solna, Sweden. The shareholder cannot make his or her vote conditional or provide other instructions to the company on this form. If so, then that voting form will be nullified.

In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter will take place if the meeting decides on it or if shareholders of at least one tenth of all shares in the company request it.

If a shareholder votes in advance by proxy, a signed and dated power of attorney must be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the company’s website, www.promorepharma.com. If the power of attorney is issued by a legal entity, a copy of the registration certificate or an equivalent authority document for the legal entity must be appended.

SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION
The shareholders are reminded of their right to receive information under Chapter 7 Section 32 of the Swedish Companies Act. A request for such information will be made in writing to Promore Pharma AB (publ), “Annual General Meeting”, Fogdevreten 2, SE-171 65 Solna, Sweden or by e-mail to shareholders@promorepharma.com, no later than on 17 May 2021. The information is available at Promore Pharma AB (publ), Fogdevreten 2, Solna, Sweden, and on the company’s website www.promorepharma.com, no later than on 22 May 2021. The information is also sent, within the same period, to the shareholder who has requested it and stated its address.

PROPOSED AGENDA

Opening of the meeting and election of chairman of the meeting
Preparation and approval of voting list
Approval of the agenda
Election of one or two people to approve the minutes
Examination of whether the meeting has been duly convened
Presentation of the annual report and auditor’s report, and also the group accounts and auditor’s report for the group
Decisions on:

adoption of the profit and loss account and balance sheet, and also the consolidated profit and loss account and consolidated balance sheet;

b) allocation of the company’s loss in accordance with the adopted balance sheet and
c) discharge from liability towards the company for the directors and the CEO

Determination of the number of directors, alternate directors and auditor and alternate auditor
Determination of the fees for the directors and for the auditor
Election of directors, Chairman of the Board and auditor, and, when applicable, alternate directors and an alternate auditor
Decision on authorisation to issue new shares, convertible instruments and warrants
Decision on amendment of the articles of association
Closure of the meeting

DECISIONS PROPOSED BY THE NOMINATION COMMITTEE
The Nomination Committee for the AGM 2021 comprises the following members: Per Lönn, representing PharmaResearch Products Ltd (Chairman of the Nomination Committee), David Sundin, representing Midroc New Technology AB, Arne Andersson and Göran Pettersson, Chairman of the Board in Promore Pharma AB (publ).

Election of Chairman of the meeting (item 1)
The Nomination Committee proposes that Anders Björnsson, Advokaterna Liman & Partners, or if he is prevented from attending, the person the Board proposes in his place, be elected to chair the meeting.

Determination of the number of directors, alternate directors and auditor and alternate auditor (item 8)
The Nomination Committee proposes that the Board will be composed of six directors, with no alternates, for the period until the next AGM. The Nomination Committee proposes that the company will have one auditor and no alternate.

Determination of the fees for the directors and for the auditor (item 9)
The Nomination Committee proposes that the fees for the directors will be unaltered and paid as follows. The Chairman of the Board will receive SEK 250,000 and the other directors will receive SEK 150,000 each. If a director performs consultancy work for the company, this will be reimbursed in accordance with a special agreement.

Fees will be paid to the auditor on current account.

Election of directors, Chairman of the Board and auditor, and, when applicable, alternate directors and an alternate auditor (item 10)
The Nomination Committee proposes re-election of Marianne Dicander Alexandersson, Satyendra Kumar, Göran Linder, Göran Pettersson and Kerstin Valinder Strinnholm and new election of Hans-Peter Ostler. It is proposed that Göran Pettersson be re-elected Chairman of the Board.

Hans-Peter Ostler is born 1971. He has studied business and law etc. at the School of Business, Economics and Law at the University of Gothenburg. He has worked many years with investment banking and private banking. Hans-Peter currently works with asset management at Söderberg & Partners. He also holds board positions, chairman of the board at Oblique Therapeutics AB to name one.

Information about the proposed directors is available on the company’s website: www.promorepharma.com.

The Nomination Committee proposes that the registered audit company Finnhammars Revisionsbyrå AB be re-appointed auditor. Finnhammars Revisionsbyrå AB has given notice that if the Nomination Committee’s proposal for auditor is adopted at the meeting Per-Olov Strand will be the person appointed to have main responsibility for the audit.

DECISIONS PROPOSED BY THE BOARD
Preparation and approval of voting list (item 2)
The voting list proposed for approval is the voting list that has been established by Advokaterna Liman & Partners, on behalf of the company, based on the share register and received advance votes, and controlled and approved by the persons elected to approve the minutes.

Election of one or two people to approve the minutes (item 4)
The Board proposes that one person is appointed to approve the minutes and proposes Erik Magnsson, or if he is prevented, the person instead appointed by the Board, be elected to approve the minutes of the Meeting. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.

Decision on the allocation of the company’s loss in accordance with the adopted balance sheet (item 7 b)
The Board proposes that no dividend will be paid, and that the company’s accumulated loss will be carried forward.

Decision on authorisation to issue new shares, convertible instruments and warrants
(item 11)
The Board proposes that the general meeting authorizes the Board, on one or several occasions during the period up to the next Annual General Meeting, to resolve upon an issue new shares, convertible instruments and warrants in accordance with the following.

The Board will be authorized to resolve upon a new issue of shares, convertible instruments and warrants with or without deviation from the shareholders’ preferential rights and/or with terms on payment-in-kind, set-off or otherwise with particular terms and conditions.
Upon disapplication from the shareholders’ preferential rights, the subscription price will be determined based on the share’s, convertible instrument’s or warrant’s market value at the time of each issue, and where applicable be subject to an issue discount at market rate.

The total number of shares to be issued, shares pursuant to convertible instrument and shares pursuant to warrants will be not more than 7,285,672, new shares, corresponding to a dilution of approximately 20 per cent.

The purpose of the proposal and the possibility of disapplication from the shareholders’ preferential rights, is to increase the flexibility in acquisitions or capital raising.

The Board, or any person appointed by the Board, is authorized to make any minor adjustments to the resolution which may be required in conjunction with the registration with the Swedish Companies Office or because of other formal requirements.

A valid resolution in accordance with the Board’s proposal requires that the proposal be approved by shareholders representing at least two thirds of both the votes cast as well as the shares represented at the meeting.

Decision on amendment of the articles of association (item 12)
The Board proposes that the meeting resolves to amend the articles of association as follows:

Present wording § 1	Proposed wording § 1
The business name (Sw. firma) of the company is Promore Pharma AB (publ).	The name of the company (Sw. företagsnamn) is Promore Pharma AB (publ).
Present wording § 4	Proposed wording § 4
The share capital will amount to not less than SEK 500,000 and not more than SEK 2,000,000.	The share capital will amount to not less than SEK 1,400,000 and not more than SEK 5,600,000.
Present wording § 5	Proposed wording § 5
The number of shares will be not less than 12,500,000 and not more than 50,000,000.	The number of shares will be not less than 35,000,000 and not more than 140,000,000.
Present wording § 8 2 st	Proposed wording § 8 2 st
A shareholder wishing to participate in the general meeting must be listed as a shareholder in a printout or other presentation of the share register reflecting the circumstances five weekdays before the general meeting, and so notify the company no later than the day stated in the notice of the general meeting. Last mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday before the general meeting.	A shareholder wishing to participate in the general meeting shall notify the company no later than the day stated in the notice of the general meeting. Last mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder wishing to be accompanied by one or two advisors at a general meeting of shareholders shall notify the company of this fact within the above-mentioned period.
Present wording § 11	Proposed wording § 11
The shareholder or administrator who, on the record day, is entered in the share register and in a securities depository register under Chapter 4 in the Swedish Financial Instruments Accounts Act (1998:1479) or entered in securities depository accounts under Chapter 4 Paragraph 18 First section 6-8 in above mentioned act, is assumed to be authorised to exercise the rights stated in Chapter 4 Paragraph 39 of the Swedish Companies Act (2005:551).	The shareholder or administrator who, on the record day, is entered in the share register and in a securities depository register under Chapter 4 in the Swedish Central Securities Depositories and Swedish Financial Instruments Accounts Act (1998:1479) or entered in securities depository accounts under Chapter 4 Paragraph 18 First section 6-8 in above mentioned act, is assumed to be authorised to exercise the rights stated in Chapter 4 Paragraph 39 of the Swedish Companies Act (2005:551).
New item is introduced	Proposed wording § 12
–	The Board of Directors may collect powers of attorney in accordance with the procedures specified in Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act (2005:551).The Board of Directors may decide, prior to a general meeting of shareholders, that the shareholders be permitted to exercise their voting rights by post prior to the general meeting.

DOCUMENTS
The Board’s and the Nomination Committee’s complete proposals as well as accounting documents and the auditor’s report will be available at the company and on the company’s website www.promorepharma.com for at least three weeks immediately before the meeting. Copies of these documents will be sent immediately, and at no cost to the recipient, to shareholders who so request and state their postal address. The documents will also be available at the meeting.

NUMBER OF SHARES AND VOTING RIGHTS
The total number of shares in the company as of the date of this notice is 36,428,362, representing a total of 36,428,362 voting rights. As of that date the company does not own any of its own shares.

PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_____________________

Solna April 2021
Promore Pharma AB (publ)
Board of Directors

NOTICE OF ANNUAL GENERAL MEETING PROMORE PHARMA AB (PUBL)

Documents