The shareholders of SynAct Pharma AB, reg. no. 559058-4826 (the "Company"), are invited to attend the annual general meeting to be held on Thursday 11 June 2026, at 11.00 a.m. CEST, at MAQS Advokatbyrå AB's office at Stureplan 19 in Stockholm. Registration begins at 10.30 a.m. CEST.
Right to participate in the annual general meeting
Shareholders wishing to attend the meeting in person or by proxy must,
- be registered in the Company's share register kept by Euroclear Sweden AB as of Wednesday 3 June 2026, and
- notify their intention to attend the annual general meeting no later than Friday 5 June 2026, by mail to SynAct Pharma AB, Medicon Village, Scheelevägen 2, 223 81 Lund. Notice can also be given by e-mail to legal@synactpharma.com.
The notification shall specify the shareholder's complete name, address, telephone number, personal identity number or company registration number and the number of shares held by the shareholder. If the shareholder intends to bring advisors to the meeting, the number (maximum two) must be notified to the Company in the same manner as set out above.
Nominee-registered shares
Shareholders whose shares are nominee-registered in the name of a bank or other nominee must, to be able to exercise their voting rights at the meeting, request the nominee to register their shares in their own name with Euroclear Sweden AB no later than as of Wednesday 3 June 2026. Accordingly, shareholders must well in advance before this date, notify their nominee of their request of such voting rights registration. Voting rights registrations requested by shareholders and received by the nominee by Friday 5 June 2026 will be taken into account in the preparation of the share register.
Proxy
If the shareholder intends to be represented by a proxy at the meeting, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than five years. If the power of attorney is issued by a legal entity, an up-to-date registration certificate or equivalent document for the legal entity showing the authorized signatory shall be attached. A template power of attorney is available at the Company’s website (www.synactpharma.com) and will be sent to shareholders who request it and state their postal address or e-mail address.
The original power of attorney and, where applicable, registration certificate or equivalent document must be brought to the meeting. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two adjustment officers
- Determination as to whether the meeting has been duly convened
- Presentation by the CEO
- Presentation of the annual report and auditor’s report and the consolidated financial statements and consolidated auditor’s report as well as the auditor’s statement on the compliance of the applicable guidelines for remuneration to senior executives
- Decision on:
- Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Allocations of the Company’s profit or loss according to the adopted balance sheet
- Discharging the members of the Board of Directors and the Chief Executive Officer of their liabilities
- Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors
- Determination of remuneration for the Board of Directors and the auditors
- Election of the Board of Directors, the Chairman of the Board of Directors and auditors or audit firms and any deputy auditors
- Resolution on approval of remuneration report
- Resolution on instruction and charter for the Nomination Committee
- Resolution on guidelines for remuneration to senior executives
- Resolution on authorization for the Board of Directors regarding new issues.
- Closing of the meeting.
Item 2: Election of Chairman of the meeting
The Nomination Committee has consisted of Niels Ankerstjerne Sloth, appointed by T J Biotech ApS, Mark Gandrup, appointed by Sanos Group ApS, Jacob Eriksson and the Chairman of the Board of Directors Anders Kronborg. The Nomination Committee proposes that attorney Eric Ehrencrona from MAQS Advokatbyrå Sweden is elected as Chairman of the meeting.
Item 9b): Decision on allocations of the Company’s profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividends are paid and that the available funds are carried forward.
Item 10: Determination of the number of members of the Board of Directors and the number of auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors be composed of four ordinary board members.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Board of Directors which fulfils the tasks of the Audit Committee, that one registered accounting firm is appointed as auditor.
Item 11: Determination of remuneration for the Board of Directors and the auditors
The Nomination Committee proposes that board remuneration (unchanged since previous year) shall be paid with SEK 300,000 to the Chairman of the Board of Directors and with SEK 200,000 to each of the other board members who are not employed by the Company. It is further proposed that remuneration for committee work (unchanged since previous year), if such committees are established by the Board of Directors, shall be paid with SEK 50,000 to the Chairman of the Audit Committee, with SEK 25,000 to each of the other members of the Audit Committee, with SEK 25,000 to the Chairman of the Remuneration Committee and with SEK 15,000 to each of the other members of the Remuneration Committee.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Board of Directors which fulfils the tasks of the Audit Committee, that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.
Item 12: Election of the Board of Directors, the Chairman of the Board of Directors and auditors or audit firms and any deputy auditors
The Nomination Committee proposes that, for the period until the end of the next annual general meeting, Anders Kronborg, Sten Scheibye, Jeppe Ragnar Andersen, and Sten Sørensen are re-elected as board members. The Nomination Committee proposes that Anders Kronborg is elected as Chairman of the Board of Directors.
Information on the board members proposed for re-election can be found on the Company’s website (www.synactpharma.com).
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Board of Directors which fulfils the tasks of the Audit Committee, that KPMG AB is re-elected as accounting firm. KPMG AB has informed that the authorized public accountant Linda Bengtsson will continue to be the auditor in charge.
Item 13: Resolution on approval of remuneration report
The Board of Directors proposes that the annual general meeting resolves to approve the Board of Directors’ remuneration report for the financial year 2025.
Item 14: Resolution on instruction and charter for the Nomination Committee
The Board of Directors proposes that the annual general meeting resolves that the instruction and charter for the Nomination Committee remains unchanged.
Item 15: Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the annual general meeting resolves that the guidelines for remuneration to senior executives remain unchanged.
Item 16: Resolution on authorization for the Board of Directors to resolve on new issues
The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new shares, convertibles and/or warrants. The increase of the share capital may correspond to a dilution of a maximum of 20 percent of the share capital at the time of the first use of the authorization. The reason for that deviation from the shareholders’ preferential rights shall be permitted is to enable the Company to raise working capital, to execute acquisitions of companies or operating assets, to be able to expand the ownership base with owners of strategic importance as well as to enable issues to industrial partners within the framework of partnerships and alliances.
To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made in market terms.
Majority requirements
For valid resolutions on proposal under item 16 on the agenda, the proposal must be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting.
Information at the annual general meeting
At the annual general meeting, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors deems that it can be done without significant harm to the Company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial position and the Company’s relation to other companies within the Group.
Documents and information
Accounting documents, auditors’ report, and other documents to be considered at the annual general meeting will be kept available at the Company’s office, at Scheelevägen 2, SE-223 63 Lund, Sweden, and at the Company’s website (www.synactpharma.com) as from no later than three weeks before the annual general meeting. Copies of the documents will be sent to shareholders who request them and provide their address and will be available at the annual general meeting.
Number of shares and votes in the Company
At the time of this notice, the total number of registered shares and votes in the Company amounts to 56,213,695. The Company holds a total of 215,698 own shares.
Processing of personal data
For information on how the Company processes your personal data, see https://www.euroclear. com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in May 2026
SynAct Pharma AB
The Board of Directors