NOTICE OF EXTRAORDINARY GENERAL MEETING IN PEPTONIC MEDICAL AB

N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in PEPTONIC medical AB, and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.

The shareholders of PEPTONIC medical AB, reg. no. 556776-3064 (the "Company"), are hereby convened to an extraordinary general meeting on 7 January 2025 at 10.00 a.m. at Eversheds Sutherland Advokatbyrå's premises at Sveavägen 20 in Stockholm. Registration begins at 09.45.

RIGHT TO PARTICIPATE and NOTICE OF PARTICIPATION

Shareholders wishing to attend the meeting shall

• be entered in the share register maintained by Euroclear Sweden AB on 20 December 2024,
• notify Peptonic medical AB, Färögatan 33, SE-164 51 Kista, Sweden or by e-mail to [email protected] no later than 27 December 2024. The notification must include full name, personal or corporate identity number, shareholding, address, telephone number and, where applicable, information about representatives or assistants (maximum two). The notification shall, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents. 

NOMINEE-REGISTERED SHARES

Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the extraordinary general meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 27 December 2024 will be taken into account in the preparation of the share register.

PROXY ETC.

Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any registration certificate should be sent by mail to the Company at the above address well in advance of the meeting. The proxy form will be available on the Company's website, www.peptonicmedical.se.

DRAFT AGENDA

1. Opening of the meeting
2. Election of the chairman of the meeting
3. Establishment and approval of the voting list
4. Election of one or two persons who shall approve the minutes
5. Examination of whether the meeting was duly convened
6. Approval of the agenda
7. Election of a new board member
8. Resolution on reduction of share capital without withdrawal of shares for allocation to unrestricted equity (number 1)
9. Resolution to approve the board of directors' decision on 28 November 2024 on a rights issue of units
10. Decision to amend the articles of association (number 1)
11. Resolution on reduction of share capital without withdrawal of shares for allocation to unrestricted equity (number 2)
12. Decision to a) amend the articles of association (number 2) and on b) consolidation of shares
13. Resolution authorizing the board of directors to make minor adjustments to the resolutions adopted by the meeting
14. Closure of the meeting

PROPOSED DECISIONS

Item 7 - Election of new board member

Kristina Ingvar has announced that she intends to resign as a member of the board of directors of the Company in connection with the extraordinary general meeting. The board intends to return as soon as possible with a proposal for a new board member.

Item 8 - Resolution on reduction of share capital without withdrawal of shares for allocation to unrestricted equity (number 1)

The board of directors proposes that the meeting resolves to reduce the Company's share capital by SEK 13,822,327.8136 for allocation to non-restricted equity and without withdrawal of shares.

The reduction is carried out in order to reduce the quota value of the shares to enable the rights issue of units proposed to be approved under item 9 on the agenda. After the reduction, the Company's share capital will amount to SEK 26,492,793.8644 divided into 5,759,303,014 shares (before the rights issue under item 9 below), each share with a quota value of SEK 0.0046.

The resolution on the reduction of the share capital can be implemented without obtaining the Swedish Companies Registration Office's authorization since the resolution is conditional upon the general meeting approving the board of directors' resolution on the rights issue in accordance with item 9, whereby the share capital is increased by a minimum of approximately SEK 15,908,716.59 and a maximum of approximately SEK 26,492,793.8, which means that neither the Company's restricted equity nor its share capital will decrease.

The board's report in accordance with Chapter 20, Section 13, fourth paragraph of the Companies Act

The reduction is carried out because the Company, based on the current market situation, needs to be able to carry out the rights issue with the subscription price set out in item 9 below on the issue of units with preferential rights for existing shareholders. Since neither the share capital nor the restricted equity will decrease in relation to what was at the time of the resolution, the Company may implement the reduction resolution without authorization from the Swedish Companies Registration Office or a general court.

The CEO, or the person appointed by the board of directors, shall be entitled to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

The resolution under this item assumes, and is conditional upon, that the meeting also resolves in accordance with the proposals in item 9 on the agenda and that the resolution is registered with the Swedish Companies Registration Office.

Item 9 - Resolution to approve the board of directors' decision on 28 November 2024 on a rights issue of units            
 

The board of directors proposes that the meeting approves the board of directors' resolution on 28 November 2024 on a rights issue of a maximum of 115,186,060 units, containing fifty (50) shares per unit (the "Rights Issue"). The resolution shall otherwise be subject to the following conditions.

1. Shareholders registered in the Company's share register maintained by Euroclear Sweden AB on the record date 9 January 2025 will receive unit rights for participation in the Rights Issue. 
2. The right to subscribe for units shall, with preferential rights, be granted to those who are registered as shareholders in the Company on the record date for the Rights Issue, whereby holding one (1) share entitles to one (1) unit right. Fifty (50) unit rights entitle to subscription of one (1) unit. Each unit consists of fifty (50) shares.
3. The Company's share capital may be increased by a maximum of SEK 26,492,793.8 through the issue of a maximum of 5,759,303,000 shares.
4. In the event that not all units are subscribed for with unit rights, the board of directors shall, within the framework of the Rights Issue's maximum new issue amount, decide on allocation in accordance with the allocation principles below:

1. Allocation shall primarily be made to those who have also subscribed for units by virtue of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription in relation to the number of unit rights that each person has exercised for subscription and, to the extent that this cannot be done, by drawing lots.

2. Secondly, allotment shall be made to others who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units that each has applied for subscription and, to the extent that this cannot be done, by drawing lots.

3. Ultimately, any remaining units shall be allocated to the underwriters who have entered into underwriting commitments in proportion to the size of the respective underwriting commitment and, to the extent that this cannot be done, by drawing lots.

5. Subscription of units shall take place during the period from and including 13 January 2025 to and including 27 January 2025. The board of directors is entitled to extend the subscription period.
6. The subscription price shall be SEK 0.23 per unit, corresponding to SEK 0.0046 per share. The share premium shall be added to the unrestricted share premium reserve.
7. Payment for shares subscribed for with preferential rights shall be made at the same time as subscription takes place during the period from and including 13 January 2025 up to and including 27 January 2025. Payment of units subscribed for without preferential rights shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The board of directors has the right to extend the payment period.
8. Subscription and allotment can only take place in units and thus not in individual shares. However, after the completion of the issue, allocated units will be divided into individual shares.
9. The new shares entitle their holders to dividends from the date of their entry in the share register.
10. The board of directors or the person appointed by the board of directors is authorized to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.

The resolution under this item presupposes, and is conditional upon, that the meeting also resolves in accordance with the proposals in item 8 on the agenda and that these resolutions are registered with the Swedish Companies Registration Office.

Item 10 – Decision to amend the articles of association (number 1)

The board of directors proposes that the meeting resolves to amend the articles of association as set out below.   
 

Current wording	Proposed wording
§ 4 Share capitalThe share capital shall be not less than SEK 40,200,000 and not more than SEK 160,800,000.	§ 4 Share capitalThe share capital shall be not less than SEK 1,100,000 and not more than SEK 4,400,000.
§ 5 Number of sharesThe number of shares shall be not less than 5,700,000,000 and not more than 22,800,000,000.	§ 5 Number of sharesThe number of shares shall be not less than 11,000,000,000 and not more than 44,000,000,000.

The CEO, or the person appointed by the board of directors, shall be entitled to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office. In the event that the share capital or the number of shares after registration of the rights issue in accordance with item 9 on the agenda falls below the proposed limits in the articles of association, the limits shall be adjusted to the extent required to enable registration.

The resolution under this item is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting. The resolution further assumes, and is conditional upon, that the meeting also resolves in accordance with the proposals in items 9 and 10 on the agenda and that these resolutions are registered with the Swedish Companies Registration Office.                 
 

Item 11 - Resolution on reduction of share capital without withdrawal of shares for allocation to unrestricted equity (number 2)

The board of directors proposes that the meeting resolves to reduce the Company's share capital by a maximum of SEK 53,114,111.3880 for allocation to non-restricted equity. The reduction may be carried out without withdrawal of shares and to such an extent within the framework of the maximum reduction amount that the quota value of the share is changed to SEK 0.0001 per share.
 

In order for the share capital to be reduced to the maximum reduction amount of SEK 53,114,111.3880, it is required, inter alia, that the Rights Issue in accordance with item 9 on the agenda is fully subscribed and that all guarantors choose full compensation in shares. Under such conditions, the Company's share capital before the share capital reduction is estimated to amount to SEK 54,294,424.9744 divided into 11,803,135,864 shares and after the share capital reduction to SEK 1,180,313.5864 divided into the same number of shares.

The reduction is carried out to increase the Company's working capital and to create an appropriate quota value for the Company's share. After the reduction, the quota value of the Company's share will amount to SEK 0.0001.

The resolution to reduce the Company's share capital in accordance with this proposal requires authorization from the Swedish Companies Registration Office or a general court. The Company intends to notify the resolution under this item for registration after the completed rights issue under item 9 on the agenda. Provided that the required authorization is obtained, the reduction resolution is expected to be executed in March 2025.

Resolutions under this item require and are conditional upon the extraordinary general meeting also resolving on items 8, 9 and 10 on the agenda and that these resolutions are registered with the Swedish Companies Registration Office.

Item 12 – Decision to a) amend the articles of association (number 2) and on b) consolidation of shares

a) Amend the articles of association

The board of directors proposes that the meeting resolves to amend the articles of association in regard to § 5 in accordance with the below:

Wording after the Rights Issue*	Proposed wording
§ 5 Number of sharesThe number of shares shall be not less than 11,000,000,000 and not more than 44,000,000,000.	§ 5 Number of sharesThe number of shares shall be not less than 11,000,000 and not more than 44,000,000.

*Subject to the outcome of the Rights Issue and that the limits may need to be adjusted in order to enable registration with the Swedish Companies Registration Office as described under item 10 above.

b) Consolidation of shares

The board of directors proposes that the meeting resolves on a consolidation of shares, whereby one thousand (1,000) existing shares are consolidated into one (1) share (1:1,000 reverse share split), meaning that holders of one thousand (1,000) shares will hold one (1) share after the consolidation.

The board of directors proposes that the meeting authorises the board of directors to determine the record date for the consolidation. The record date and consolidation will not occur until after the Rights Issue has been registered with the Swedish Companies Registration Office and may not occur before the reverse share split has been registered with the Swedish Companies Registration Office.

The board of directors shall, in connection with the determination of the record date for the consolidation of shares, publish the decision on the determination of the record date and publish further information on the procedure for the consolidation.

The shareholder, Maida Vale Capital AB (“Maida Vale”), has undertaken to contribute shares to those shareholders whose number of shares is not evenly divisible by one thousand (1,000). This means that at the time of the consolidation, all shareholders will hold a number of shares equal to a whole number of new shares and there will be no excess shares (so-called fractions). Maida Vale Capital has undertaken to round down its remaining shareholding in the Company to the nearest number evenly divisible by 1,000.

Depending on the outcome of the Rights Issue and what the total number of shares after registration with the Swedish Companies Registration Office amounts to, the board of directors intends, with the support of authorisation, to decide on an equalization issue. Any such equalisation issue will be made at quota value.

The CEO, or the person appointed by the board of directors, shall be authorised to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office. In the event that the share capital or the number of shares after registration of the Rights Issue and reduction of the share capital in accordance with item 10 on the agenda falls below the limits proposed in the articles of association under this item, the limits shall be adjusted to the extent necessary to enable registration.

The resolution under this item is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting. The resolution further assumes, and is conditional upon, that the meeting also resolves in accordance with the proposals in items 8, 9, 10 and 11 on the agenda and that these resolutions are registered with the Swedish Companies Registration Office.                 

Item 13 - Resolution authorizing the board of directors to make minor adjustments to the resolutions adopted by the meeting

The board of directors proposes that the meeting authorizes the board of directors, the CEO or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.

OTHER

Shareholders' right to receive information

Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request at the meeting that the board of directors and the CEO provide information on circumstances that may affect the assessment of an item on the agenda. The board of directors and the CEO shall provide such information if the board of directors considers that it can be done without significant harm to the Company.

Processing of personal data

For information on how your personal data will be processed in connection with the meeting, please see the privacy policy on Euroclear AB's website,

www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Documents

Documents in accordance with the Swedish Companies Act will be available at the Company's head office and on the Company's website (www.peptonicmedical.se ) no later than three weeks before the meeting. Proxy forms will be available at the aforementioned locations no later than three weeks before the meeting. Copies of the aforementioned documents will also be sent to shareholders who so request and state their address.

Number of shares and votes

At the date of this notice, the total number of registered shares and votes in the Company amounts to 5,759,303,014. The Company holds no own shares.

_____________________________

Uppsala in November 2024

PEPTONIC medical AB

The board of directors