NOTICE OF ANNUAL GENERAL MEETING IN AFFIBODY MEDICAL AB (PUBL)

The shareholders of Affibody Medical AB (publ), corporate identity number 556714-5601 (the “Company” or “Affibody”) are hereby invited to attend the annual general meeting of the shareholders on Tuesday 27 May 2025, at 09.00 CET to be held in the Company’s premises, Scheeles väg 2, Solna. 

Right to participate
Shareholders whose shares are registered in the name of a nominee must, 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 19 May 2025. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Wednesday 21 May 2025 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.

Further, in order to participate at the general meeting, shareholders must also notify their intention to participate to the Company no later than Thursday 22 May 2025. Notification shall be done in writing by letter addressed to Affibody Medical AB (publ), Scheeles väg 2, 171 65 Solna, by phone +46 8 59 88 38 00, or by e-mail to peter.zerhouni@affibody.se. The notification shall include the shareholder’s name, address, telephone number, e-mail address, social security or corporate identity numbers and the number of shares held. Shareholders or proxies may bring up to two advisors to the general meeting, but only if the shareholders have notified the number of advisors to the Company as set out above.

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.

Proposed agenda
1.         Opening of the Annual General Meeting and election of the chairperson of the meeting
2.         Preparation and approval of the voting list
3.         Approval of the agenda
4.         Election of one or two persons to approve the minutes
5.         Determination as to whether the Annual General Meeting has been duly convened
6.         CEO address
7.         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
8.         Resolutions on:
a)         adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
b)         allocation of the Company’s result pursuant to the adopted balance sheet, and
c)         discharge from liability towards the Company for the board members and the managing director
9.         Resolution on the remuneration to the board members and the auditor
10.      Election of board members
11.      Election of auditor
12.      Resolution on authorization for issues of shares, convertibles, and warrants
13.      Closing of the Annual General Meeting
 
Main proposals for resolutions
Item 1 – Election of the chairperson of the meeting
The nomination committee proposes that attorney-at-law Gunnar Mattsson is elected chairperson of the meeting.

Item 8b) – Allocation of the Company’s result pursuant to the adopted balance sheet
The Board of Directors proposes that the amount at the general meeting’s disposal be carried forward in its entirety. The proposal entails that no dividend is paid for the financial year 2024.

Item 9 – Resolution on the remuneration to the board members and the auditor
The nomination committee proposes that the board’s remuneration for the time until the next Annual General Meeting shall be as follows:
• SEK 500,000 to the chairperson;
•  SEK 350,000 to the vice chairperson (in the event that the board appoints one);
•  SEK 250,000 to each of the other directors appointed by the general meeting;
• SEK 100,000 to the chairperson of the audit committee; and
•  SEK 25,000 to each of the members of the audit committee.
In addition to the proposed fees for ordinary board work, it is proposed that each board member resident outside of Europe shall receive an additional fee of USD 2,000 for participation at each physical board meeting in Sweden and that each board member resident in Europe, but outside of the Nordic countries, shall receive an additional fee of EUR 1,000 for participation at each physical board meeting in Sweden.
No remuneration is proposed to be paid to Filippa Stenberg.
The nomination committee further proposes that the remuneration to the auditor shall be paid against approved invoice.

Item 10 – Election of board members
The nomination committee proposes re-election of the board members Robert Burns, Gillian M. Cannon, Jonathan Knowles, Jakob Lindberg, Anders Martin-Löf and Mathias Uhlén and election of Rachel Humphrey and Filippa Stenberg as board members; all for a term of office extending until the end of the next Annual General Meeting. José F. Suárez and Camilla Sønderby have declined re-election.

Rachel Humphrey:
Rachel Humphrey was born in 1961 and is an American citizen. She has spent over 25 years in drug development. Rachel is currently the President and Founding CEO of Normunity.  Highlights of her career include oversight of the development of Yervoy^® (ipilimumab; BMS), Imfinzi^® (durvalumab; AZ), and Nexavar^® (sorafenib;Bayer).  She has held Chief Medical Officer roles at Mirati, CytomX Therapeutics and Black Diamond Therapeutics. She previously served as an independent member of the Board of Directors at CytomX Therapeutics and Xilio Therapeutics, and currently serves on the Board of Directors of Pyxis Therapeutics, Sporos Bioventures, and Voro Therapeutics. Her education includes a BA from Harvard, MD at Case Western Reserve, Internal Medicine at Johns Hopkins, and Oncology at the National Cancer Institute.

Filippa Stenberg:
Filippa Stenberg was born in 1985 and is a Swedish citizen. She is currently Managing Director at Patricia Industries, part of Investor AB. Since 2021 she has served on the board of Swedish Orphan Biovitrum AB (Sobi), where she also is a member of the audit committee. She has previously worked as Chief Strategy Officer at Atlas Antibodies, Investment Manager at Investor AB, and analyst at Swedbank. She has a MSc in business and economics from the Stockholm School of Economics.
Robert Burns is proposed by the nomination committee to be re-elected as chairperson of the board.

Item 11 – Election of auditor
The nomination committee proposes 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. The Nomination Committee’s proposal is consistent with the audit committee’s recommendation.

Item 12 – 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 proposal in item 12 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.

Number of shares and votes
At the time of issuing this notice the total number of shares and votes in the Company amounts to 24,486,948.

The shareholders’ right to information 
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors shall 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.
 
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 Tuesday 6 May 2025. 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.
 
Stockholm in April 2025
Affibody Medical AB (publ)
The Board of Directors