Alzinova

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 22 May 2023 and shall have notified the Company of their intention to participate at the AGM no later than on 24 May 2023. 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 24 May 2023 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 Anders Blom (re-election)
11.2 Lena Degling Wikingsson (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)
11.7 Julian Aleksov (new election)
Deputy Board members
11.8 Anders Sandberg (re-election)
12. Election of chairman of the Board
12.1 Julian Aleksov (new election)
13. Election of auditor
13.1 Ernst & Young Aktiebolag (re-election)
14. Authorisation for the Board of Directors to resolve on new issues of shares or warrants
15. Closing of the meeting

Proposals

The Nomination Committee’s proposals (item 2 and 9-13)
The Nomination Committee which has consisted of Julian Aleksov (appointed by Maida Vale Capital AB), Anders Waas (appointed by MIVAC Development AB) and Björn Larsson (chairman of the Board of Directors), proposes the AGM to resolve:
that Anders Waas is elected chairman of the AGM,
that the Board of Directors shall consist of seven (previously eight) 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 200,000 (previously two income base amount per year 2022) to the chairman of the Board and SEK 100,000 (previously one income base amount per year 2022) each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Anders Blom, Lena Degling Wikingsson, Per-Göran Gillberg, Clas Malmeström, Carol Routledge and Anders Waas are re-elected, and that Julian Aleksov is elected as Board members, 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 and Young Aktiebolag is re-elected as audit firm (Ernst and 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 2024.

Julian Aleksov
Born: 1965, economist. Entrepreneur who ran his own companies for many years in several different business areas, primarily pharmaceutical development. Is an active investor and through companies also a major owner in a number of listed companies. Julian has more than 25 years of experience in finance and international business development within the pharmaceutical industry. He also has extensive board experience from companies in the pharmaceutical and technology sector, such as chairman of the board in Oasmia Pharmaceutical AB. Julian is a board member of Maida Vale Capital AB and Hunterhex AB and is independent in relation to the company and company management but dependent in relation to the company's major shareholders. Julian does not hold any shares in Alzinova.

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 2022 is to be paid.

Authorisation for the Board of Directors to resolve on new issues of shares or warrants (item 14)
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 or warrants, 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, 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
Resolution in accordance with item 14 above require approval of at least two thirds (2/3) 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 32,419,034. 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 2023
Alzinova AB (publ)
The Board of Directors