ChromoGenics

Shareholders of ChromoGenics AB, reg. no 556630-1809 are hereby summoned to the annual general meeting to be held on 21 June 2023 at 10.00 CEST at Clarion Hotel Gillet on Dragarbrunnsgatan 23 in Uppsala. The registration to the meeting will open at 9.30 CEST.

Right to participate and notice of participation
A shareholder who wishes to participate at the annual general meeting must:

Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 13 June 2023, voting right registrations completed by the nominee no later than 15 June 2023 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 15 June 2023.

Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to ChromoGenics AB, Ullforsgatan 15, 753 28 Uppsala, or by e-mail to info@chromogenics.com. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.chromogenics.com.

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons who shall approve the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and the auditor's report
8. Resolution on:
   1. approval of the income statement and balance sheet
   2. allocation of the company's result according to the approved balance sheet
   3. discharge from liability of the board members and the managing director
9. Determination of the number of board members and auditors
10. Determination of renumeration to be paid to the board members and auditors
11. Election of board members, chairman of the board of directors and auditors
12. Resolutions to amend the articles of association and to reduce the share capital in order to enable the rights issue under item 14
    1. The board of directors' proposal to amend § 4 of the articles of association
    2. The board of directors' proposal to reduce the share capital
13. Resolution to amend the articles of association
14. Resolution to approve of the board of directors' resolution on a rights issue with preferential right for the company's shareholders
15. Resolution on (a) a reverse share split and (b) to amend the articles of association
16. Resolution regarding authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
17. Closing of the meeting

RESOLUTION PROPOSALS

Item 8 b) – Resolution on allocation of the company’s result according to the approved balance sheet
The board of directors proposes that the year's result shall be carried forward.

Item 9 – Determination of the number of board members and auditors
The nomination committee, consisting of Gerald Engström, chairman, Bengt Josefsson, Lennart Jarvén and the chairman of the board of directors Johan Hedin (the "Nomination Committee") proposes that the number of board members, for the period until the end of the next annual general meeting, shall be five, without any deputy board members. Furthermore, the Nomination Committee proposes that the company, for the period until the end of the next annual general meeting, shall have one auditor, without any deputy auditors.

Item 10 – Determination of renumeration to be paid to the board members and auditors
The Nomination Committee proposes that the renumeration to the board of directors for the period until the end of the next annual general meeting shall remain unchanged. The chairman is proposed to receive SEK 200,000 and each of the other board members are proposed to receive SEK 100,000.

The Nomination Committee proposes that the auditor shall be paid according to approved invoices.

Item 11 – Election of board members, chairman of the board of directors and auditors

The Nomination Committee proposes re-election of Johan Hedin, Anders Brännström, Andreas Jaeger and Fredrik Andersson and election of Sirpa Engman as board members, all for the period until the end of the next annual general meeting. Mari Broman has informed the company that she will decline re-election. Furthermore, the Nomination Committee proposes re-election of Johan Hedin as chairman of the board of directors for the period until the end of the next annual general meeting.

Presentation of Sirpa Engman
Sirpa Engman was born in 1969 and has an M.Sc. in Organic and Analytical Chemistry from Mittuniversitet/KTH and an MBA from Stockholm School of Economics.  Sirpa Engman has also executed a one-year Post Diploma Executive Transition Program 2014 at ESMT, Berlin, Germany (European School of Management and Technology). Sirpa Engman is currently a board member of Anaven LLP and 2 D FAB. Sirpa Engman has previously been a member of the board of KemaNord Kraft and has also previously been a member of the Advisory Board of Åkroken Science Park and Business Incubator where she was a board member from 2011 to 2014. Sirpa Engman is currently marketing director for the foreign chemical group Nouryon, where she has been employed since 2000 and held several positions. Neither Sirpa Engman nor anyone related to her holds any securities in ChromoGenics AB. Sirpa Engman is independent in relation to the company's management and major shareholders.

The Nomination Committee proposes that the registered auditing firm Öhrlings PricewaterhouseCoopers AB is elected as the company's auditor for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has informed the company that, provided that the Nomination Committee's proposal is approved by the annual general meeting, the authorised accountant Niclas Bergenmo will be the auditor in charge.

Item 12 - Resolution to amend the articles of association and to reduce the share capital in order to enable the proposed rights issue under item 14
General information regarding the board of directors' proposal under item 12
To enable the execution of the board of directors' resolution on the rights issue under item 14, the board of directors proposes that the general meeting resolves on a share capital reduction and amendment of the articles of association regarding the limits of the share capital. The items 12 (a) – (b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 12 is conditional upon that the meeting also resolves in accordance with the proposals under items 13 and 14. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

Item 12 (a) - The board of directors' proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 12 (b), the board of directors proposes that the general meeting resolves to amend the share capital limits in § 4 of the articles of association in accordance with the following.

Current wording
The share capital shall not be less than SEK 23,000,000 and not more than SEK 92,000,000.

Proposed wording
The share capital shall not be less than SEK 14,000,000 and not more than SEK 56,000,000.

Item 12 (b) - The board of directors' proposal to reduce the share capital
The board of directors proposes that the general meeting resolves on a reduction of the company's share capital by SEK 19,742,718.84. The reduction shall be made without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to enable the rights issue to be approved under item 14. Following the reduction, the company's share capital will amount to SEK 14,592,444.34 divided between 171,675,816 shares in total (prior to the rights issue and reverse share split), each share having a quota value of approximately SEK 0.085.

The board of directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the board of directors' proposal is that the company's share capital is reduced by SEK 19,742,718.84, from SEK 34,335,163.20 to SEK 14,592,444.36. The board of directors has also proposed that the general meeting shall approve the rights issue that the board of directors has resolved upon. The rights issue that the board of directors resolved upon on 17 May 2023 results in that the share capital simultaneously increase with up to SEK 25,536,777.63. The rights issue has been guaranteed to approximately 80 percent, which means that the rights issue will increase the share capital with by at least approximately SEK 20,429,400. By carrying out the rights issue simultaneously with the reduction of the share capital, that increases the share capital by at least the amount of the share capital reduction, the company may execute the reduction without approval from the Swedish Companies Registration Office or public court, since the measures taken together do not result in a decrease in the company's restricted equity nor share capital.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 13 - Resolution to amend the articles of association
General information regarding the board of directors' proposal under item 13
In order to register the resolution regarding the rights issue pursuant to item 14 below the board of directors proposes that the articles of association are amended in accordance with the below.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

A resolution in accordance with this item 13 is conditional upon that the meeting also resolves in accordance with items 12 and 14. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

The board of directors' proposal to amend § 4 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

Current wording (after amendments in accordance with item 12 above)
The share capital shall not be less than SEK 14,000,000 and not more than SEK 56,000,000.

Proposed wording
The share capital shall not be less than SEK 34,000,000 and not more than SEK 136,000,000.

The board of directors' proposal to amend § 5 of the articles of association

§ 5 in the articles of association is proposed to have the following wording.

Current wording
The number of shares shall be not less than 115,000,000 and not more than 460,000,000.

Proposed wording
The number of shares shall be not less than 400,000,000 and not more than 1,600,000,000.

Item 14 - Resolution to approve of the board of directors' resolution on a rights issue with preferential right for the company's shareholders
The board of directors proposes that the general meeting approves the board of directors' resolution, on 17 May 2023, on a new issue of a maximum of 300,432,678 shares, entailing a maximum increase of the share capital of SEK 25,536,777.63  and on an issue of a maximum of 300,432,678 warrants of series TO 6 entitling to the subscription of a total of 300,432,678 shares in the Company, whereby the share capital may increase by a maximum of SEK 25,536,777.63 provided that all warrants of series TO 6 are exercised (the "Rights Issue"). In total, the share capital can increase by a maximum of SEK 51,073,555.26 upon full subscription of the shares and upon full exercise of the issued warrants of series TO 6.

The new issues shall be treated as one resolution and will be implemented by issuing so-called Units. One (1) Unit consists of one (1) new share and one (1) warrant of series TO 6.

Otherwise, the following conditions shall apply:

1. The right to subscribe for Units shall, in accordance with the shareholders' preferential rights, vest with those who are registered as shareholders in the company as of 26 June 2023 (the "Record Date") for the Rights Issue. Each shareholder receives seven (7) unit rights for each share held. Four (4) unit rights entitle to subscription of one (1) Unit.

2. The subscription price for each Unit is SEK 0.1, which corresponds to a subscription price per share of SEK 0.1. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. The warrants are issued free of charge.

3. One (1) warrant of series TO 6 gives the holder the right to subscribe for one (1) new share in the company against a cash payment amounting to 70 percent of the volume-weighted average price of the company's share during the period from and including 18 October 2023 up to and including 31 October 2023, but not less than the share's quota value. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 6 may be exercised during the period from and including 6 November 2023 up to and including 20 November 2023.

4. Subscription of Units, with preferential rights, is made with the support of unit rights. The right to receive unit rights to subscribe for Units with preferential rights, shall vest with persons registered as shareholders with Euroclear Sweden AB on the Record Date.
    
5. Subscription of Units with the support of unit rights must be made by simultaneous cash payment during the period from and including 28 June 2023 until and including 12 July 2023. The board of directors has the right to extend the subscription and payment period.
    
6. Subscription of Units without the support of unit rights must be made on a special subscription list during the period from and including 28 June 2023 until and including 12 July 2023. Payment for Units that are subscribed for without the support of unit rights must be paid in cash in accordance with the instructions on the transaction note no later than the third banking day after notification of allocation is sent to the subscriber through transaction note. The board of directors has the right to extend the subscription period and payment period.
    
7. The new shares issued in the Rights Issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 6 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.

8. In the event all Units in the Rights Issue are not subscribed for with the support of unit rights, the board of directors shall, within the framework of the Rights Issue's maximum amount, resolve on the allotment of Units subscribed for without the support of unit rights. In case of over-subscription, allotment shall be made in according to the following principles:

1. 1. 1. Firstly, Units shall be allotted to those who have subscribed for Units with the support of unit rights (regardless of whether they were shareholders on the Record Date or not), pro rata in relation to how many Units each subscriber subscribed for with the support of unit rights, and to the extent that this is not possible, by drawing of lots.
          
      2. Secondly, if all Units are not allotted according to the above, allotment shall be made to those how have notified interest to subscribe for Units without preferential rights, and in case of oversubscription, in relation to the number of Units set out in the respective subscription notifications, and to the extent this is not possible, by drawing of lots.

8. 1. 3. Thirdly and lastly, allotment of Units subscribed for without the support of unit rights shall be made to those who have entered into underwriting commitments in their capacity as underwriters for the Rights Issue. In the event allotment to these cannot be fully made, allotment shall be made in relation to the amount each of the underwriters have underwritten, and to the extent this is not possible, by drawing of lots.
          
9. Other terms and conditions for the warrants are set out in "Terms and conditions for ChromoGenics warrants of series TO 6" which can be found on the company's website.

The resolution on the Rights Issue in accordance with this item 14 is conditional upon, in addition to the subsequent approval by the general meeting, that the general meeting also resolves in accordance with items 12 and 13.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 15 - Resolution on (a) a reverse share split and (b) to amend the articles of association
For the purpose of achieving an appropriate number of shares in the company, the board of directors proposes that the general meeting resolves upon a reverse share split in accordance with item 15 (a) below. In order to carry out the reverse share split in accordance with the board of director's proposal 15 (a), the limits for the number of shares set forth in the articles of association need to be adjusted in accordance with item 15 (b) below.

Item 15 (a) - Resolution on a reverse share split
The board of directors proposes that the general meeting resolves on a reverse share split of the company’s shares, whereby one hundred (100) existing shares will be consolidated into one (1) new share (Sw. sammanläggning 1:100).

The board of directors proposes that the general meeting authorises the board of directors to determine the record date for the reverse share split. The record date may not occur prior to the registration of the reverse share split with the Swedish Companies Registration Office.

In connection with the determination of the record date for the reverse share split, the board of directors shall publish details of the procedure for the reverse share split. The board of directors intends to determine the record date after the rights issue in accordance with item 14 above has been registered with the Swedish Companies Registration Office.

The resolution on the reverse share split shall be conditional on one of the major shareholders, agreeing to contribute shares to shareholders whose number of shares is not evenly divisible by one hundred (100) free of charge. This shareholder shall also undertake to round its remaining shareholding in the company downwards to the nearest number evenly divisible by one hundred (100).

Item 15 (b) - Resolution to amend the articles of association
In order to enable the reverse share split of the company's shares in accordance with the board of director's proposal under item 15 (a), the board of directors proposes that the general meeting resolves to amend § 5 of the articles of association as follows.

Current wording (after amendments in accordance with item 13 above)
The number of shares in the company shall be not less than 400,000,000 and not more than 1,600,000,000.

Proposed wording                                      
The number of shares in the company shall be not less than 4,000,000 and not more than 16,000,000.

The resolution on a reverse share split according to item 15 (a) requires an amendment of the articles of association in accordance with item 15 (b). The board of directors proposes that the general meeting's resolution in accordance with the board of director's proposal under items 15 (a) and (b) shall be adopted as one single resolution.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

Item 16 - Resolution regarding authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board, on one or several occasions and for the period up to the next annual general meeting, to resolve to issue new shares, warrants and/or convertibles, with or without deviation from the shareholders’ pre-emptive rights. The number of shares that may be issued and the number of shares to which conversion/subscription may be made shall be accommodated within the limits of the articles of association applicable from time to time. New issues may be made with or without provisions concerning payment in kind, set-off or other provision specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act.

The purpose of the authorisation is to provide flexibility to the board of directors in its work to ensure that the company in an appropriate manner can raise capital and acquire companies, businesses, and other assets.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

Documentation etc.
The annual report, the auditor's report and other supporting documentation for resolutions will be available at the company's offices Ullforsgatan 15, 752 28 Uppsala, and website, www.chromogenics.com, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. ChromoGenics AB has corporate registration number 556630-1809 and its registered office is in Uppsala.

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Uppsala in May 2023
ChromoGenics AB
The board of directors