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Notice to attend Annual General Meeting

Non-Regulatory

June 2, 2021

The shareholders of Affibody Medical AB (publ), corporate identity number 556714-5601 (the “
Company” or “Affibody”) are hereby given notice to the Annual General Meeting to be held on Wednesday 30 June 2021.

Due to the continued spread of the coronavirus and the authorities’ regulations and advice regarding the avoidance of gatherings, the Board of Directors has in accordance with the Swedish Act (2020:198) on temporary exemptions to facilitate the conduct of general meetings in companies and associations (
Sw. lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor) decided that the Annual General Meeting shall be conducted without the physical presence of shareholders, proxies or third parties, and that the exercise of voting rights only can take place by shareholders voting in advance in the manner set out below. Information regarding the decisions made by the Annual General Meeting will be published on Wednesday 30 June 2021 as soon as the results of the advanced voting has been finally compiled.

Notice and right to participate at the Annual General Meeting

Shareholders who wish to participate at the Annual General Meeting shall

be recorded in the share register kept by Euroclear Sweden AB on the record date of the general meeting, i.e. Monday 21 June 2021; and
register with the Company no later than Tuesday 29 June 2021 by submitting an advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than Tuesday 29 June 2021.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, register their shares in their own name (so-called voting rights registration) so that the shareholder is included in the share register kept by Euroclear Sweden on Monday 21 June 2021. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Wednesday 23 June 2021 will be considered in the preparation of the share register. This means that such shareholders must advise their nominees of this request well in advance of this date.

Advance voting

Shareholders can only exercise their voting rights at the Annual General Meeting by voting in advance through so-called postal voting in accordance with Section 22 of the Swedish Act (2020:198) on temporary exemptions to facilitate the conduct of general meetings in companies and associations (
Sw. lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). The voting form which is available on the Company’s website www.affibody.se must be used. Since the general meeting is conducted without physical participation, the completed and signed voting form is valid as registration to participate in the general meeting and no separate notice or registration is required.

The completed voting form shall be sent to the Company via e-mail to johan.stuart@affibody.se or be posted in original to Affibody Medical AB (publ), Scheeles väg 2, 171 65 Solna; mark the envelope ”Årsstämma 2021”. In order to qualify as a valid registration, completed forms must be received by the Company no later than Tuesday 29 June 2021. Voting forms received later will not be considered.

If the shareholder is a legal entity or votes in advance by proxy, a copy of a certificate of registration or other authorization documents and, if relevant, a power of attorney, shall be submitted together with the voting form. Shareholders who wish to exercise their voting right through a proxy, must issue a dated and signed power of attorney to the proxy. The validity of the power of attorney may not exceed a period of five years from its issuance. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorization documents for the legal entity shall be attached. The Company provides a form of power of attorney at request and the form is also available at the Company’s website, www.affibody.se.

Shareholders may not include further instructions or conditions in the voting form. Voting forms including such further instructions and conditions will be deemed invalid and will not be considered. Further instructions regarding the advance voting can be found in the voting form and on the Company’s website www.affibody.se.

For questions regarding the Annual General Meeting and the advance voting, please contact Johan Stuart, e-mail johan.stuart@affibody.se.

Proposed agenda

Opening of the Annual General Meeting and election of the chairperson of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons to approve the minutes
Determination of whether the Annual General Meeting has been duly convened
Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements
Resolutions on:
1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
2. allocation of the Company’s result pursuant to the adopted balance sheet, and
3. discharge from liability towards the Company for:
  1. Robert Burns, chairman
  2. Gillian M. Cannon, board member
  3. Jonathan Knowles, board member
  4. Jakob Lindberg, board member
  5. José F. Suarez, board member
  6. Mathias Uhlén, board member
  7. David Bejker, CEO
Resolution on the remuneration to the board members and the auditor
Election of board members
1. Robert Burns, chairman (re-election)
2. Gillian M. Cannon, board member (re-election)
3. Jonathan Knowles, board member (re-election)
4. Jakob Lindberg, board member (re-election)
5. José F. Suarez, board member (re-election)
6. Mathias Uhlén, board member (re-election)
Election of auditor
Resolution regarding the establishment of a Nomination Committee and instructions to the Nomination Committee
Resolution on adoption of new Articles of Association
Resolution on issue of convertibles
Resolution regarding (A) introduction of employee stock option program 2021/2028, (B) directed issue of warrants and (C) approval of transfer
Resolution regarding the participation of the Board of Directors in the employee stock option program 2021/2028
Resolution on authorization for issues of shares, convertibles and warrants
Closing of the Annual General Meeting

Main proposals for resolutions

Item 1 – Election of the chairperson of the meeting

Shareholders representing more than half of the number of shares and votes of the Company propose that attorney-at-law Gunnar Mattsson, or the person appointed by the Board of Directors if Gunnar Mattsson is prevented from acting as chairperson, to be elected chairman of the meeting.

Item 2 – Preparation and approval of the voting list

Since shareholders exercise their right to vote through advance voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the Board of Directors proposes that the voting list is prepared and approved by the chairperson of the general meeting.

Item 4 – Election of one or two persons to verify the minutes

The Board of Directors proposes that Marianne Hansson, or the person appointed by the Board of Directors in the event Marianne Hansson is prevented from verifying the minutes, be appointed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, verify that the voting list and that the results of the advance voting is correctly reflected in the minutes.

Item 7:2) – Allocation of the Company’s result pursuant to the adopted balance sheet

The board proposes that the amount at the general meeting’s disposal be carried forward in its entirety. The board’s proposal entails that no dividend is paid for the financial year 2020.

Item 8 – Resolution on the fees to the board members and the auditor

Shareholders representing more than half of the number of shares and votes of the Company propose that the board’s remuneration for the time until the next Annual General Meeting shall amount to SEK 500,000 to the chairperson and SEK 250,000 to each of the other directors.

Shareholders representing more than half of the number of shares and votes of the Company further proposes that the remuneration to the auditor shall be paid against approved invoice.

Item 9 – Election of board members

Shareholders representing more than half of the number of shares and votes of the Company propose re-election of the board members Robert Burns, Gillian M. Cannon, Jonathan Knowles, Jakob Lindberg, José F. Suarez and Mathias Uhlén for a term of office extending until the end of the next Annual General Meeting. Further, such shareholders propose that Robert Burns be re-elected as chairman of the board.

Item 10 – Election of auditor

Shareholders representing more than half of the number of shares and votes of the Company propose re-election of the registered auditing firm Ernst & Young AB to be the Company’s auditor for a term of office extending until the end of the next Annual General Meeting. Ernst & Young AB intends to appoint the authorized public accountant Anna Svanberg as the auditor in charge.

Item 11 – Resolution regarding the establishment of a Nomination Committee and instructions to the Nomination Committee

Shareholders representing more than half of the number of shares and votes of the Company propose that the Annual General Meeting resolves to establish a Nomination Committee for the Annual General Meeting 2022, which is to be appointed according to the following principles, and that the Annual General Meeting adopts instructions for the work of the Nomination Committee as set out below.

Principles for appointing the members of the Nomination Committee

The general meeting authorizes the chairperson of the board to contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as of 30 September 2021, each of them appointing a member of the Nomination Committee. In the event that any of the three largest shareholders does not wish to appoint a member of the Nomination Committee the fourth largest shareholders should be asked and so forth, until the Nomination Committee consists of three members. The composition of the Nomination Committee shall be announced on the Company’s website no later than six months prior to the next Annual General Meeting.

The term of office of the appointed Nomination Committee shall run until a new Nomination Committee has been appointed under a mandate from the next Annual General Meeting.

If a member leaves the Nomination Committee before its work is completed and the Nomination Committee finds that there is a need for replacing this member, the Nomination Committee shall appoint a new member in accordance with the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member left the Nomination Committee. Any change in the composition of the Nomination Committee shall be announced immediately.

The assignment of the Nomination Committee

The Nomination Committee shall prepare and present proposals regarding the following items for the Annual General Meeting 2022:

Election of chairman of the meeting,
Resolution on the number of board members and auditors,
Resolution on the fees and other remuneration to the Board of Directors and, if applicable, its committees, divided between the chairperson and other members,
Resolution on the fees to the auditors,
Election of board members and chairperson of the board,
Election of auditors, and
Proposal for principles for the composition and instructions regarding work of the Nomination Committee in preparation for the Annual General Meeting 2023.

The Nomination Committee shall perform the tasks assigned to the Nomination Committee in accordance with the Swedish Corporate Governance Code (the “Code”) and duly consider the Code while performing its assignment.

The work of the Nomination Committee

The Nomination Committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the Nomination Committee.

The Nomination Committee shall meet as often as is necessary for the Nomination Committee to fulfil its duties, but at least once per year. Notices convening meetings are issued by the chairperson of the Nomination Committee. If a member requests that the Nomination Committee be convened, the request shall be complied with. The chairperson of the board may participate at the Nomination Committee’s meetings.

The Nomination Committee is quorate if at least two members are present. Resolutions of the Nomination Committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson shall have the casting vote.

Minutes shall be kept at the Nomination Committee’s meetings.

Remuneration

No remuneration shall be paid to the members of the Nomination Committee. However, any necessary and reasonable expenses incurred in connection with the Nomination Committee’s work shall be borne by the Company.

Item 12 – Resolution on adoption of new Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to adopt new Articles of Association as follows:

Current wording	Proposed wording
§ 1 Name	§ 1 Name
The company’s name is Affibody Medical AB. The company is a public company (publ).	The company’s name is Affibody Medical AB. The company is a public company (publ).

§ 4 Share capital	§ 4 Share capital
The company’s share capital shall be not less than SEK 50,000,000 and not more than SEK 200,000,000.	The company’s share capital shall be not less than SEK 95,000,000 and not more than SEK 380,000,000.
§ 5 Number of shares	§ 5 Number of shares
The company shall have not less than 10,000,000 shares and not more than 40,000,000 shares.	The company shall have not less than 19,000,000 shares and not more than 76,000,000 shares.

§ 6 Company with a record day provision	§ 6 Company with a record day provision
The company’s shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).	The company’s shares shall be registered in a securities register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 8 Board of directors	§ 8 Board of directors
The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than nine (9) members, with not more than three (3) deputy members.	The board of directors shall consist of not less than three (3) members and not more than nine (9) members.

§ 9 Auditor	§ 9 Auditor
The company shall have not less than one and not more than two auditors with or without not more than two deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected. The board of directors may, for the time until the end of the next annual shareholders’ meeting, appoint one or several special auditors to review statements that have been prepared in accordance with the Swedish Companies Act in connection with issues of shares, warrants or convertibles, transfers of own shares or reduction of the share capital or the reserve fund with provisions regarding payment in kind or that subscription, transfer or reduction shall be made with a right to set-off or otherwise on conditions, as well as such plans that are prepared by the board of directors according to the Swedish Companies Act in connection with merger or division of the company. Such special auditor shall be an authorised public accountant or a registered public accounting firm.	The company shall have not less than one and not more than two auditors with or without not more than two deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

§ 11 Shareholders’ right to participate in shareholders’ meetings	§ 11 Shareholders’ right to participate in shareholders’ meetings

Shareholders who wish to participate and exercise voting rights at shareholders’ meetings, shall be listed in print-out or other representation of the shareholders’ register concerning the circumstances five (5) weekdays prior to the meeting, as well as notify the company not later than 4.00 pm (CET) the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. Shareholders or representatives may bring up to two counsels at shareholders’ meetings only if the shareholder gives notice of the number of counsels to the company in accordance with the previous paragraph.	Shareholders who wish to participate and exercise voting rights at shareholders’ meetings shall, in addition to what is set out in the Swedish Companies Act, also notify participation to the company not later than on the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting. Shareholders or representatives may bring up to two counsels at shareholders’ meetings only if the shareholder gives notice of the number of counsels to the company in accordance with the previous paragraph.

§ 12 The attendance of third parties at the shareholders’ meeting	§ 12 Proxies
The board of directors may decide that persons, who are not shareholders in the company, shall, on the terms and conditions determined by the board, have the right to attend or in another way observe the negotiations at the shareholders’ meeting.	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 shareholders’ meeting that the shareholders shall be able to exercise their voting rights by post in advance of the shareholders’ meeting.

Item 13 – Resolution on issue of convertibles

The Board of Directors proposes that the general meeting resolves that the company raises a convertible loan in a nominal amount not exceeding SEK 101,450,000 through a private placement in respect of not more than 101,450 convertibles, entailing an increase in the share capital of not more than SEK 11,449,815 upon full conversion of the convertibles, including accrued interest, on the last day for conversion. The resolution shall otherwise be governed by the following main terms and conditions.

The right to subscribe for the convertibles shall vest in Duba AB. The reason for the deviation from the shareholders’ pre-emption rights is to enable the acquisition of capital.
The nominal amount of the convertible shall be SEK 1,000 or multiples thereof.
The loan shall become due on 30 July 2023 insofar as conversion has not yet taken place.
The loan carries an annual interest rate of three (3) per cent. The interest shall become due for payment on the maturity date of the convertible, when the aggregate nominal amount for the outstanding convertibles shall be repaid in full to the extent that conversion has not yet taken place, or upon conversion.
The convertibles may be converted into shares during the period commencing the date of registration at the Swedish Companies Registration Office of the resolution regarding the issue up to and including 30 June 2023 at a conversion price of SEK 47. In the event that the conversion price exceeds the quota value of the share, the part of the conversion price exceeding the shares’ quota value shall be allotted to the unrestricted premium reserve.
The subscription price shall be equal to the nominal amount of the convertibles. Payment shall be made by set-off of a claim in accordance with the promissory note relating to a loan of SEK 100,000,000 provided by Duba AB on 3 May 2021. The promissory note carries an annual interest rate of nine (9) per cent.
Subscription shall take place within three weeks of the date of the resolution to issue convertibles. Payment for the convertibles subscribed for shall be made within four weeks of the time of subscription. The Board of Directors shall be entitled to extend the subscription period and the time for payment.
Shares issued as a consequence of conversion shall carry the right to dividends for the first time on the next record date for dividends which occurs after conversion is effected.
The chief executive officer shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Item 14– Resolution regarding (A) introduction of employee stock option program 2021/2028, (B) directed issue of warrants and (C) approval of transfer

Shareholders representing more than half of the number of shares and votes of the Company propose that the general meeting resolves (A) on the introduction of an employee stock option program for the Company’s management, researchers and other staff, (B) on an issue of warrants to the Company in order to ensure the Company’s delivery of shares according to the employee stock option program and (C) on approval of transfer of warrants or shares in the Company to the participants in the employee stock option program.

It is considered essential and in all shareholders’ interest that the Company’s management, researchers and other staff who are considered to be important for the Company’s further development, have a long-term interest in an increase of the value of the Company’s shares. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company’s operations and results as well as raise the participants’ motivation and sense of community with the Company and its shareholders.

A. Employee stock option program 2021/2028

Shareholders representing more than half of the number of shares and votes of the Company propose that the general meeting resolves on the introduction of an employee stock option program 2021/2028 on the following main terms:

The employee stock option program 2021/2028 shall comprise not more than 1,500,000 stock options.
The employee stock options shall be allotted to participants in the program free of charge.
Each employee stock option shall entitle the holder to acquire one (1) new share in the Company at an exercise price of SEK 56.40.

Offers of employee stock options shall be decided by the Company’s Board of Directors according to the following principles:

Tier	Maximum number of stock options per person
Board of Directors	40,000
CEO	200,000
Executive team	75,000
Senior key employees	10,000
Key employees	5,000

The employee stock options may, unless the Board of Directors of the Company resolves on a right of subscription prior thereto, be exercised no earlier than three (3) years after the participant signed the option agreement relating to the employee stock options.
The right to participate in the employee stock option program 2021/2028 is subject to the participant entering into an option agreement with the Company.
Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder.
The stock options are tied to the participant’s employment in the Company. If the employment is terminated prior to the warrants being exercised for share subscription, all the participant’s unused employee stock options lapse without any right of exercise, unless the Board of Directors of the Company resolves otherwise.
If a general meeting should resolve on e.g. an increase or decrease of the number of outstanding shares during the term of the employee stock options, recalculation can be performed to maintain the value of the employee stock options. Decisions regarding recalculation shall be made by the Board of Directors of the Company.
The Board of Directors or a person designated by the Board of Directors shall have the right to decide on minor deviations in the program that may be needed to fulfill the program’s purpose.
Participation in the employee stock option program 2021/2028 requires, first, that such participation may lawfully be made, secondly, that such participation according to the Company’s assessment can be made with reasonable administrative costs and financial efforts.

The Board of Directors shall be responsible for the further design and handling of the stock option program within the main conditions set out above.

B. Directed issue of warrants

To enable the Company’s delivery of shares under the employee stock option program 2021/2028, it is further proposed that the general meeting resolves on a directed issue of no more than 1,500,000 warrants according to the following terms:

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest with the Company. Oversubscription cannot occur.
The reason for deviation from the shareholders’ preferential rights is that the issue is a step in the introduction of the employee stock option program 2021/2028.
The warrants are issued free of charge.
Subscription of warrants shall be made within three (3) weeks from the date of the resolution to issue the warrants. The Board of Directors has the right to extend the subscription period.
The increase of the Company’s share capital may, upon full exercise of the warrants, amount to a maximum of SEK 7,500,000.
The warrants can be exercised for subscription of new shares during the period from registration at the Swedish Companies Registration Office up to and including 30 June 2028.
The subscription price for the share on exercise of the warrants is SEK 56.40. The subscription price may, however, not be less than the quota value of the Company’s share. In the event that the subscription price exceeds the quota value of the Company’s shares, the part of the conversion price exceeding the shares’ quota value shall be allotted to the unrestricted premium reserve.
The Board of Directors, or a person designated by the Board of Directors, is authorized to make minor adjustments that are required for the registration and execution of the decision.

C. Approval of the transfer of warrants or shares in the Company to participants in the employee stock option program 2021/2028.

It is finally proposed that the general meeting resolves to authorize the Company to transfer warrants or shares in the Company to participants in the employee stock option program 2021/2028, or otherwise dispose of the warrants to fulfill the Company’s obligations arising from the employee stock option program 2021/2028.

Item 15 – Resolution regarding the participation of the Board of Directors in the employee stock option program 2021/2028

Shareholders representing more than half of the number of shares and votes of the Company propose that the Board of Directors may participate in the employee stock option program 2021/2028.

Item 16 – Resolution on authorization for issues of shares, convertibles or warrants

The Board of Directors proposes that the general meeting authorizes the Board of Directors to, on one or several occasions during the period up to the next annual general meeting, increase the Company’s share capital through issues of new shares, convertible instruments and/or warrants, with or without deviating from the shareholder’s preferential rights, and with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions.

The purpose of the authorization and the reason to propose that the Board of Directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights is to give the Board of Directors flexibility in the work of ensuring that the Company shall be able to raise capital to finance the operations and to enable continued expansion both organically and through acquisitions of companies and businesses, alternatively to enable a broadening of the ownership of the Company with one or several owners of strategic importance to the Company.

An issue in accordance with this authorization shall be on market conditions. The Board of Directors shall be entitled to decide on additional terms and conditions for issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. If the Board of Directors deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorization, the issue may also take place at a subscription price which correspond to the quota value of the shares (provided that the Company ensures through relevant agreements that market compensation is received for the issued shares).

Majority requirements

A resolution in accordance with the proposals in items 12, 13 and 16 above requires that it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

A resolution in accordance with the proposal in item 14 above requires that it is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.

Number of shares and votes

At the time of issuing this notice the total number of shares and votes in the Company amounts to 19 879 494.

The shareholders’ right to information

The Board of Directors and the CEO shall, up request by any shareholder, and where the Board of Directors deems that the information can be provided without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s and the Group’s financial position as well as the Company’s relationship to other group companies.

A shareholder who wishes to exercise the right to request such information shall make a written request to the Company no later than ten days before the general meeting, i.e. no later than Sunday 20 June 2021. Requests for such information shall be made in writing to Affibody Medical AB (publ), Att: Johan Stuart, Scheeles väg 2, 171 65 Solna or via e-mail to johan.stuart@affibody.se. The information is provided by the Company by making it available at the Company’s office and on the Company’s website www.affibody.se no later than five days before the general meeting, i.e. no later than Friday 25 June 2021. The information will also be sent to shareholders who have requested it and stated their address or e-mail address.

Provision of documents

The annual report and the auditor’s report, complete proposals for resolutions and all other documents pursuant to the Swedish Companies Act will be available at the Company’s website www.affibody.se and the Company’s office at Scheeles väg 2, Solna no later than three weeks before the meeting, i.e. no later than Wednesday 9 June 2021. The documents will be sent free of charge to the shareholders who request this and state their address or e-mail address.

Processing of personal data

In connection with the general meeting personal data will be processed in accordance with the Company’s privacy policy, which is available on the Company’s website www.affibody.se.