Notice of Extraordinary General Meeting in NextCell Pharma AB (publ)

The shareholders of NextCell Pharma AB (publ), Reg. No. 556965-8361 (”NextCell” or the ”company”), are hereby summoned to an Extraordinary General Meeting on Monday, 27 May 2024, 10:00 CEST, in the Novum building, floor 6 (elevator E), Hälsovägen 7, SE-141 57 Huddinge, Sweden.

Right to attend

In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 17 May 2024. Further, shareholders who wish to participate in the Extraordinary General Meeting must give notice of participation to the company no later than 21 May 2024. Notice of participation can be made:

1. by mail: NextCell Pharma AB (publ), Hälsovägen 7, SE-141 57 Huddinge, Sweden, or
2. by e-mail: [email protected].

The notice of participation must state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Extraordinary General Meeting. Shareholders or its proxies may bring a maximum of two assistants.

Nominee-registered shares

In order to be entitled to attend the Extraordinary General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the Extraordinary General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 17 May 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 17 May 2024 are taken into account in the presentation of the share register.

Proxy and proxy form

Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 21 May 2024.

Proxy form is available from the company and on the company’s website, www.nextcellpharma.com, and is upon request sent to shareholders who provide their postal address.

Proposed agenda

1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes in addition to the Chairman.
6. Determination as to whether the Extraordinary General Meeting has been duly convened.
7. Resolution on amendment of the limits for the number of members of the Board of Directors in the Articles of Association.
8. Determination of the number of members of the Board of Directors.
9. Determination of fees to the members of the Board of Directors.
10. Election of members of the Board of Directors.
11. Resolution on amendment of the limits for the share capital and the number of shares in the Articles of Association and approval of the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders.
12. Closing of the Extraordinary General Meeting.

Proposed resolutions

Item 2 – Election of Chairman of the Extraordinary General Meeting

The Board of Directors proposes that Hans-Peter Ekre, or the person appointed by the Board of Directors in the event of his impediment, be elected Chairman of the Extraordinary General Meeting.

Item 7 – Resolution on amendment of the limits for the number of members of the Board of Directors in the Articles of Association

The Board of Directors proposes that the Extraordinary General Meeting resolves to amend the limits for the number of members of the Board of Directors in the Articles of Association as follows.

Current wording	Proposed wording
§ 6 The Board of Directors shall consist of a minimum of four and a maximum of eight members with a minimum of zero and a maximum of three deputies.	§ 6 The Board of Directors shall consist of a minimum of three and a maximum of eight members with a minimum of zero and a maximum of three deputies.

Item 8 – Determination of the number of members of the Board of Directors

The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be three (3) members with no deputies.

The proposal is conditional upon that the Extraordinary General Meeting also resolves in accordance with the proposal for resolution under item 7.

Item 9 – Determination of fees to the members of the Board of Directors

The Nomination Committee proposes that the fees shall remain unchanged in relation to the resolution at the Annual General Meeting on 30 November 2023.

The proposal is conditional upon that the Extraordinary General Meeting also resolves in accordance with the proposal for resolution under item 7.

Item 10 – Election of members of the Board of Directors

The Nomination Committee proposes re-election of the Board members Hans-Peter Ekre, Edvard Smith and Camilla Myhre Sandberg for the period until the end of the next Annual General Meeting. Hans-Peter Ekre is proposed to be elected as new Chairman of the Board.

The proposal is conditional upon that the Extraordinary General Meeting also resolves in accordance with the proposal for resolution under item 7.

Item 11 – Resolution on amendment of the limits for the share capital and the number of shares in the Articles of Association and approval of the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders

The Board of Directors proposes that the Extraordinary General Meeting resolves to (i) amend the limits for the share capital and the number of shares in the Articles of Association, and (ii) approve the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders as set out below. The proposals shall be considered as one proposal and therefore adopted by the Extraordinary General Meeting as one and the same resolution.

1. Resolution on amendment of the limits for the share capital and the number of shares in the Articles of Association

In order to enable the new issue of shares and warrants that the Extraordinary General Meeting is proposed to approve in accordance with item (ii) below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the limits for the share capital and the number of shares in the Articles of Association as follows.

Current wording	Proposed wording
§ 4 The share capital shall be no less than SEK 4,776,500 and no more than SEK 19,106,000.	§ 4The share capital shall be no less than SEK 7,047,802 and no more than SEK 28,191,208.
§ 5The number of shares shall be no less than 23,300,000 and no more than 93,200,000.	§ 5The number of shares shall be no less than 34,379,523 and no more than 137,518,092.

2. Resolution on approval of the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution on 24 April 2024 on a new issue, with preferential rights for existing shareholders, of no more than 37,817,475 shares, entailing an increase of the share capital of no more than SEK 7,752,582.375, and no more than 37,817,475 warrants of series TO2, entailing an increase of the share capital upon full exercise of no more than SEK 7,752,582.375. The share capital can increase by no more than SEK 15,505,164.75 upon full subscription of the shares and full exercise of the issued warrants of series TO2.

The issues are treated as one resolution and are carried out with the issuance of so-called units. One (1) unit consists of one (1) share and one (1) warrant of series TO2.

The resolution shall further be subject to the following conditions:

1. The right to subscribe for units shall, with preferential rights for existing shareholders, be granted to those who are registered as shareholders in the company on the record date for the issue. Each shareholder receives eleven (11) unit rights for each (1) share held. Ten (10) unit rights entitle to subscription of one (1) unit.
2. The subscription price per unit is SEK 1.06, corresponding to a subscription price of SEK 1.06 per share. The part of the subscription price that exceeds the quotient value of the shares shall be added to the non-restricted share premium reserve. The warrants are issued free of charge.
3. Allotment of unit rights will be made in accordance with the shareholding registered with Euroclear Sweden for each shareholder as of 29 May 2024 (the record date). The last day of trading in the company’s share including the right to receive unit rights is 27 May 2024. The first day of trading in the company’s share excluding the right to receive unit rights is 28 May 2024.
4. Subscription of units with unit rights shall be made by cash payment during the period from and including 31 May 2024 until and including 14 June 2024. The Board of Directors has the right to extend the period for subscription and payment.
5. Subscription of units without unit rights shall be made on a separate subscription list during the period from and including 31 May 2024 until and including 14 June 2024. Payment for units subscribed for without unit rights shall be made in cash in accordance with the instructions on a contract note, but no later than three (3) banking days from receipt of the contract note. The Board of Directors has the right to extend the periods for subscription and payment.
6. The new shares shall entitle to dividends for the first time on the first record date for dividends that occurs after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB. The new shares issued after subscription by support of warrants of series TO2 shall entitle to dividends for the first time on the first record date for dividends that occurs after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
7. In the event that all units are not subscribed for with unit rights, the Board of Directors shall, within the framework of the maximum amount of the rights issue, resolve on allotment of units subscribed for without unit rights, whereby allotment shall be made as follows:
   1. Firstly, to those who have subscribed for units with unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without unit rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each of those who have applied for subscription of units without unit rights have used for subscription of units.
   2. Secondly, to others who have applied for subscription of units in the rights issue without unit rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units that the subscriber has applied for subscription of in total.
   3. Thirdly, to those who have provided guarantee commitments for subscription of units, in accordance with what is stated in the guarantee agreements entered into.

To the extent allotment in any stage in accordance with the above cannot be made pro rata, allotment shall be made by drawing lots.

8. Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price for subscription of shares by support of warrants shall be set to an amount corresponding to 70 percent of the volume-weighted average price of the company’s share during the period from and including 2 May 2025 until and including 15 May 2025, however no less than SEK 1 and no more than SEK 3. The part of the subscription price that exceeds the quotient value of the shares shall be added to the non-restricted share premium reserve. The complete terms and conditions for warrants of series TO2 will be made available on the company’s website, www.nextcellpharma.com. According to the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be subject to recalculation in certain cases.
1. Subscription can only be made in units and thus not of shares or warrants separately. Allotment may only be made in units. However, after the rights issue has been completed, the shares and warrants will be separated.
10. The resolution requires an amendment of the Articles of Association.

Other

The Board of Directors, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments to the above resolution as may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Other information

Majority requirements

Resolution pursuant to items 7 and 11 must be supported by shareholders representing no less than two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Number of shares and votes in the company

At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 34,379,523. The company holds no treasury shares.

Shareholders’ right to receive information

The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Extraordinary General Meeting about circumstances that may affect the evaluation of an item on the agenda and the company’s relation to other companies within the group.

Available documents

The complete proposals for resolutions are set out under each item in this notice. The notice and a proxy form are available from the company and on its website stated below. Documents in accordance with Swedish Companies Act will be available from the company no later than two weeks prior to the Extraordinary General Meeting. The documents will also be available on the company’s website, www.nextcellpharma.com.

Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Extraordinary General Meeting.

Processing of personal data

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

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Stockholm in April 2024
NextCell Pharma AB (publ)
The Board of Directors