Notice of Annual General Meeting of SynAct Pharma AB (publ)

The shareholders of SynAct Pharma AB (publ), 559058-4826, are hereby summoned to the Annual General Meeting on Tuesday 15th May 2018 at 9.00am at Medicon Village, Scheelevägen 2 in Lund.

Right to participate and apply

Shareholders wishing to participate in the General Meeting must

  • be registered in the share register kept by Euroclear Sweden AB on Tuesday 8th March 2018, and
  • apply to the company no later than Tuesday 8th May 2018 in writing to Sedermera Fondkommission,Attn: General Meeting, Norra Vallgatan 64, SE- 211 22 Malmo. Application can also be made by phone + 46 40-615 14 27 or by e-mail bolagsstamma@sedermera.se. The application shall indicate the full name, personal or company registration number, shareholding, address, daytime telephone number and, where applicable, details of the representative, or assistants (maximum 2) shall be provided. The application should be accompanied, where appropriate, by powers or attorney, registration certificates and other authorisation documents.

Nominee-registered shares

In order to be entitled to participate in the General Meeting, shareholders who have their shares nominee-registered, by a bank or other trustee, must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed by Tuesday 8th May 2018, which means that shareholders wishing to re-register must inform the nominee in good time before the said date.

Representatives etc.

If shareholders are to be represented by a representative, the representative must have a power of attorney for the Annual General Meeting written, dated and signed by the shareholder. The power of attorney must not be more than one year old, unless the period of validity (but no longer than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal person, the representative shall also have the relevant registration certificate or equivalent authorisation document for that legal person. To facilitate entry, a copy of the power of attorney and other documents should be attached to the application to attend the Annual General Meeting. A power of attorney form is available on the company’s website www.synactpharma.com and is sent by mail to shareholders who contact the company and provide their address.

Number of shares and votes

The number of outstanding shares and votes in the company at the time of this notice is 12,417,449. The company does not hold any of its own shares.

Draft agenda:

0. The Annual General Meeting opens.
1. Election of Chairman of the meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two adjustment officers.
5. Determination of whether the meeting has been duly convened.
6. The Chief Executive Officer’s speech.
7. Presentation of the annual report and auditor’s report and the consolidated financial statements and
consolidated auditor’s report.
8. Decision
a) on adoption of the income statement and balance sheet and the consolidated income statement and
consolidated balance sheet.
b) on distribution of the company’s results according to the adopted balance sheet.
c) on discharging the Board of Directors and the Chief Executive Officer of liability.
9. Determination of the number of members of the Board of Directors, deputy members and the number of auditors and
deputy auditors.
10. Determination of remuneration for the Board of Directors and the auditors.
11. Election of the Board of Directors and auditor.
12. The meeting is concluded.

Decision proposals in brief:

Distribution of earnings (point 8 b)

The Board of Directors propose to the Annual General Meeting to distribute the company’s profits/loss as proposed by the Board in the annual report. The Board of Directors also proposes that no dividend will be paid for the financial year 2017.

Determination of the number of members of the Board of Directors, deputy members and the number of auditors and deputy auditors, and the determination of remuneration for the Board of Directors and auditors (points 9 and 10)

Shareholders representing approximately 38 per cent of the votes in the company have announced that they propose that there should be four members of the Board of Directors and no deputy board members and that SEK 70,000 be paid to the Chairman of the Board and SEK 60,000 to other members of the Board of Directors excluding Thomas Jonassen. In addition, the Board of Directors proposed and decided that an auditor and no deputy auditor should be appointed and that remuneration for the auditor should be paid according to the approved account in accordance with customary billing standards.

Election of Board of Directors and auditor (point 11)

Shareholders representing approximately 38 percent of the votes in the company have proposed that Lars Adlersson, Torbjørn Bjerke, Charlotte Edenius and Thomas Jonassen be re-elected as members of the Board of Directors. It was proposed that Torbjørn Bjerke be re-elected Chairman of the Board. Furthermore, the board proposed that the company’s auditor MAZARS SET Revisionsbyrå AB be re-elected until the end of the Annual General Meeting held next financial year.

Other

The annual report, together with the auditor’s report for the company and the group, as well as complete proposals for decisions and power of attorney forms will be made available at the company’s offices, Scheelevägen 2 in Lund and on the company’s website (www.synactpharma.com) for three weeks before the Annual General Meeting and sent to the shareholders who request it and provide their mailing address.

Shareholders who are present at the general meeting have the right to request information in accordance with section 7. 32 § of Swedish Companies Act (2005:551).

Lund, April 2018

SynAct Pharma AB (publ)

BOARD OF DIRECTORS

For further information about SynAct Pharma AB, please contact:

Jeppe Øvlesen                                                                                         Thomas Jonassen

CEO, SynAct Pharma AB                                                                   CSO, SynAct Pharma AB

Telephone: +45 28 44 75 67                                                            Telephone: +45 40 15 66 69
E-mail: joo@synactpharma.com                                                     E-mail: tj@synactpharma.com