Alzinova

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 20 May 2025 and shall have notified the Company of their intention to participate at the AGM no later than on 22 May 2025. Notice to participate shall be given in writing by e-mail to alzinova@fredersen.se or by post to Alzinova AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 22 May 2025 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.alzinova.com, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report
8. Resolution on
    a) adoption of the profit and loss account and the balance sheet
    b) allocation of the Company’s profit or loss according to the consolidated balance sheet
    c) discharge from liability for the Board members and the CEO
9. Resolution as to the number of Board members, deputy Board members and auditors
10. Resolution on the remuneration to the Board of Directors and auditor
11. Election of Board members and deputy Board members
Board Members
11.1 Julian Aleksov (re-election)
11.2 Anders Blom (re-election)
11.3 Per-Göran Gillberg (re-election)
11.4 Clas Malmeström (re-election)
11.5 Carol Routledge (re-election)
11.6 Anders Waas (re-election)
Deputy Board members
11.7 Anders Sandberg (re-election)
12. Election of chairman of the Board
Julian Aleksov (re-election)
13. Election of auditor
Ernst & Young Aktiebolag (re-election)
14. Resolution on principles for appointment of the Nomination Committee
15. Resolution on amendments to the Articles of Association
16. Authorisation for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
17. Closing of the meeting

Proposals

The Nomination Committee’s proposals (item 2 and 9-14)
The Nomination Committee which has consisted of Anders Blom (appointed by Maida Vale Capital AB), Anders Waas (appointed by MIVAC Development AB) and Stuart Kinner (appointed by MGC Capital Ltd), proposes the AGM to resolve:
that Julian Aleksov is elected chairman of the AGM, or in his absence, the person designated by the Board of Directors,
that the Board of Directors shall consist of six (previously six) Board members,
that one deputy Board member is to be appointed,
that one registered audit firm with no deputy auditor is elected as auditor of the Company,
that remuneration to the Board shall be SEK 225,000 (previously SEK 200,000 per year 2024) to the chairman of the Board and SEK 115,000 (previously SEK 100,000 per year 2024) each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Julian Aleksov, Anders Blom, Per-Göran Gillberg, Clas Malmeström, Carol Routledge and Anders Waas are re-elected, and that Anders Sandberg is re-elected as deputy Board member, for the period until the end of the next AGM,
that Julian Aleksov is elected as chairman of the Board of Directors,
that Ernst & Young Aktiebolag is re-elected as audit firm (Ernst & Young Aktiebolag has informed that the authorized accountant Linda Sallander shall continue as principle auditor, if the AGM resolves in accordance with the proposal), and
that the principles for the appointment of the Nomination Committee adopted on the AGM 2019 shall continue to apply also for the appointment of the Nomination Committee ahead of the AGM 2026.

The Board of Directors’ proposals

Allocation of the Company’s profit or loss (item 8.b))
The Board of Directors proposes that no dividend for the financial year 2024 is to be paid.

Proposal for a resolution to amend the Articles of Association (item 15)
The Board of Directors proposes that the AGM resolves to amend the Articles of Association to enable general meetings of the Company to be held at the place where the Board of Directors has its registered office or in the municipality of Mölndal.

The Board of Directors therefore proposes that the AGM resolves to add a new § 11 to the Company's Articles of Association, as follows:

Ҥ 11 Location of general meeting
The general meeting shall be held at the location where the Board of Directors has its registered office or in the municipality of Mölndal."

As a result of the new provision, the numbering of subsequent paragraphs in the Articles of Association will also be changed.

The Company’s CEO shall be authorized to make the minor formal adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Authorisation for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles (item 16)
The Board of Directors proposes that the AGM authorizes the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on new issues of shares, warrants and/or convertibles, with or without deviation from the shareholders’ pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1–3 and 5 of the Swedish Companies Act.

The number of shares that can be issued, or, in the event of an issue of warrants and/or convertibles, added after exercise, with the support of the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.

The reason for the proposal and the possibility of deviation from the shareholders’ pre-emption rights is to broaden and strengthen the ownership with strategic shareholders, procuring or facilitating the procurement of working capital, increasing the liquidity of the share, making acquisitions, or procuring or facilitating the procurement of capital for acquisitions.

The Company’s CEO shall be authorized to make the minor formal adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Majority requirements
Resolutions in accordance with items 15 and 16 above require approval of at least two thirds of the shares represented and votes cast at the AGM.

Further information
As per the date of the issue of this notice, the total number of shares and votes in the Company are 89,165,460. The Company does not hold any own shares.

The annual report, audit report and proxy forms, as well as complete underlying documentation will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act (Sw: aktiebolagslagen).

The Company has its registered office in Gothenburg.

Processing of personal data
For information on how your personal data is processed, see: 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Gothenburg, April 2025
Alzinova AB (publ)
The Board of Directors

For further information, please contact:
Tord Labuda, CEO
E-mail: info@alzinova.com

About Alzinova AB
Alzinova AB is a Swedish biopharmaceutical company in clinical development specializing in the treatment of Alzheimer's disease, where the starting point is to attack toxic amyloid-beta oligomers. The lead candidate ALZ-101 is a therapeutic vaccine against Alzheimer's disease. Alzinova's patented AβCC peptide technology makes it possible to develop disease-modifying treatments that target the toxic amyloid-beta oligomers that are central to the onset and development of the disease with great accuracy. From a global perspective, Alzheimer's disease is one of the most common and devastating neurological diseases, with around 40 million affected today. Based on the same technology, the company is also developing the antibody ALZ-201, which is currently in preclinical development, and the goal is to further expand the pipeline. The company's Certified Adviser on Nasdaq First North Growth Market is Mangold Fondkommission AB. For more information about Alzinova, please visit: www.alzinova.com