SyntheticMR

Right to attend the general meeting

Shareholders who wish to attend the general meeting must:

• be registered in the share register maintained by Euroclear Sweden AB on the record date, Monday 9 December 2024; and
• no later than Wednesday 11 December 2024 notify the Company of their participation and any assistants by:

i.    post to SyntheticMR AB (publ), Attn: Elin Kyller, Storgatan 11, SE-582 23 Linköping (please mark the envelope "Registration EGM SyntheticMR AB"); or

ii.   email to info@syntheticmr.se (please state " Registration EGM SyntheticMR AB").

The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares

Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Monday 9 December 2024 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 11 December 2024 considered in preparations of the share register.

Proxy etc.

Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company at the address set forth above and be at the Company's disposal no later than on Wednesday 11 December 2024.

A proxy form will be available on the Company's website, www.syntheticmr.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Draft agenda

1. Opening of the meeting and election of chair of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to certify the minutes.
4. Approval of the agenda.
5. Examination of whether the meeting has been properly convened.
6. Resolution regarding approval of the board's resolution on a rights issue of shares.
7. Resolution regarding approval of the acquisition of Combinostics Oy.
8. Resolution regarding approval of the board's resolution on a directed issue of convertibles.
9. Closing of the meeting.

Proposed resolutions

Item 1: Opening of the meeting and election of chair of the meeting

It is proposed that the chair of the board, Staffan Persson, is appointed as chair of the general meeting or, in his absence, the person appointed by him.

Item 6: Resolution regarding approval of the board's resolution on a rights issue of shares

The board of directors of the Company proposes that the extra general meeting resolves to approve the board's resolution on 28 November 2024 on a rights issue of a maximum of 17,866,405 shares as follows:

The subscription price to be paid for each share shall be SEK 3.65, in total SEK 65,212,378.25 if all shares are subscribed for. The share premium shall be transferred to the non-restricted share premium fund.

Through the new share issue, the Company's share capital may be increased by a maximum of SEK 396,634.191.

Those who on the record date 19 December 2024 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right to subscribe for new shares at a subscription price of SEK 3.65 per share. Shareholders receive 1 subscription right for each share held as of the record date. 7 subscription rights entitles the holder to subscribe for 3 new shares in the rights issue.

Subscription for shares with subscription rights shall be made by payment in cash during the period from 23 December 2024 up until and including 13 January 2025. Subscription for shares without subscription rights shall be made on a subscription list during the period from 23 December 2024 up until and including 13 January 2025. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.

If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.

In the event that a person subscribes for shares that result in the person's total shareholding exceeds a limit that means that the person's acquisition will be subject to reporting under the Swedish Foreign Direct Investments Screening Act (2023:560), allotment shall initially only be made to a level where the person falls below the said limit, and allotment of the excess amount of the subscription shall be conditional on the person obtaining the necessary approvals under the Act (2023:560).

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Item 7: Resolution regarding approval of the acquisition of Combinostics Oy

The board of directors of the Company proposes that the extra general meeting resolves to approve the Company's acquisition of all shares (the "Shares") in Combinostics Oy, reg. no. 2631684-7 ("Combinostics"), in accordance with an agreement entered in to by the Company and the shareholders of Combinostics (the "Sellers") on 28 November 2024 (the "Transaction").

About Combinostics

Combinostics is active in medical technology and software solutions, with a focus on cloud-based and AI-powered platforms. Their solutions, including cNeuro® cDSI, cMRI, cPET and cDAT, offer clinical decision support and advanced image analysis to support healthcare professionals in making informed and evidence-based decisions. The products are designed to integrate with existing systems such as PACS, increasing efficiency and improving workflows within healthcare facilities.

In 2023, Combinostics' net sales amounted to approximately SEK 5.94 million and EBITDA to approximately SEK -18.3 million. The annual recurring revenue (ARR) was SEK 6.23 million for 2023, SEK 3.17 million for 2022 and SEK 1.19 million for 2021, corresponding to an average annual growth of 129% between the years 2021 - 2023. For the last twelve months (Q3 2023 - Q2 2024), net sales amounted to approximately SEK 10.5 million and EBITDA to approximately SEK -3.3 million.

Combinostics has a strong foundation in scientific research and collaborates with leading medical institutions globally. They focus on developing innovative solutions that fulfil existing needs in clinical care, particularly in the diagnosis of neurodegenerative diseases. By combining knowledge of neurological conditions with advanced technology, they aim to improve patient care and quality of life for patients and their families.

The Transaction

The total purchase price for the acquisition amounts to EUR 4.3 million (corresponding to approximately SEK 49.6 million), of which approximately EUR 3.93 million (corresponding to approximately SEK 45.3 million) will be paid in cash at closing, of which EUR 0.86 million (corresponding to approximately SEK 9,924,486) will be placed in escrow for one year from closing, while the remaining amount of approximately EUR 0.37 million (corresponding to approximately SEK 4.3 million) will be settled through a promissory note. The promissory note will be offset against newly issued convertibles in the Company. The convertibles are issued at a conversion price of SEK 12 per share and will be automatically converted into shares in the Company after the publication of the Company's quarterly report for the third quarter of 2027, however no later than 30 November 2027. Upon full conversion of issued convertibles, the number of shares in the Company will increase by 356,907 shares and the share capital by SEK 7,923.3354, which means a dilution of approximately 0.85 percent.

The Transaction is conditional upon the approval of both the acquisition and the issue of convertibles by the Company's extra general meeting.

In light of the above, the board of directors considers that the Transaction is advantageous for the shareholders of the Company and proposes that the general meeting resolves to approve the Transaction.

Further information on the Transaction is set out in press releases available on the Company's website, www.syntheticmr.com.

Item 8: Resolution regarding approval of the board's resolution on a directed issue of convertibles

The board of directors of the Company proposes that the extra general meeting resolves to approve the board's resolution on 28 November 2024 to raise a convertible loan in a nominal amount not exceeding SEK 4,282,884 through a directed issue of not more than 356,907 convertibles, entailing an increase in the share capital of not more than SEK 7,923.3354 upon full conversion of the convertibles.

The convertibles are issued on the following terms and on the terms set forth in the complete proposal which will be available on the Company's website no later than two weeks prior to the general meeting.

The right to subscribe for the convertibles shall, with deviation from the shareholders' preferential rights, vest in the shareholders of Combinostics Oy.

The nominal amount for each convertible shall be SEK 12. The loan carries no interest.

For convertibles with a nominal value of SEK 4,282,884, SEK 4,282,889 shall be paid. Payment for subscribed convertibles shall be made by set-off against the Company's debts to the subscribers. The set-off shall be considered effective upon subscription.

Subscription of convertibles shall be made by payment no later than on 2 January 2025. The board of directors shall be entitled to extend the subscription period, which includes the time for payment.

Conversion of convertibles to shares shall automatically occur on the first bank day after the Company has released its interim report for the third quarter of 2027, however no later than 30 November 2027 at a conversion price of SEK 12. The share premium in connection with conversion to shares shall be transferred to the non-restricted share premium fund.

The reason for the deviation from the shareholders' preferential rights is to fulfill the Company's agreed obligation to pay for the acquisition of Combinostics Oy through an issue of convertibles. The subscription price has been determined through arm's length negotiations with the shareholders of Combinostics Oy. The subscription price corresponds to 188 percent of the Company's closing price on Spotlight Stock Market on 27 November 2024. The board of directors therefore considers the subscription price to be in line with market conditions.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Majority requirements

Resolution in accordance with item 8 is valid only where supported by shareholders holding not less than two-thirds (2/3) of both the shares voted and of the shares represented at the general meeting.

Number of shares and votes

The total number of shares and votes in the Company as of the date of the notice amounts to 41,688,280. The Company does not own any of its own shares.

Miscellaneous

Copies of proxy form the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at its address at Storgatan 11, SE-582 23, Linköping and at the Company's website, www.syntheticmr.com, and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and CEO according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data

For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice bolagsstammorengelska.pdf.

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Stockholm in November 2024

SyntheticMR AB (publ)

The board of directors