Abliva : Notice AGM 2021 (pdf)

Press Release

Abliva AB (publ), 556595-6538

19 April 2021 16:10:00 CEST - Lund,

Sweden

Notice of Annual General Meeting of Abliva AB (publ)

The shareholders of Abliva AB (publ), corporate identity number 556595-6538, are hereby convened to the Annual General Meeting on Thursday 20 May 2021.

Important information regarding COVID-19

Due to the continued spread of the coronavirus and the authorities' regulations/advice on avoiding public gatherings in order to reduce the risk of infection spreading, the Board of Directors has resolved that the Annual General Meeting will be held without physical presence of shareholders, proxies or external parties and that shareholder only can exercise their voting rights by postal voting in accordance with the procedure prescribed below. Information on the resolutions passed at the Annual General Meeting will be published on Thursday 20 May 2021, as soon as the result of the voting has been finally confirmed.

Entitlement to participate and notification

Shareholders that wish to participate at the Annual General Meeting by postal voting shall:

be included in the share register maintained by Euroclear Sweden AB on Tuesday 11 May 2021, and

give notice of participation by submitting their postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by the Company, through Computershare AB, no later than Wednesday 19 May 2021.

Nominee-registered shares

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the Meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-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 Tuesday 11 May 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee's routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 14 May 2021 will be taken into account in the preparation of the share register.

Postal voting

The shareholders may only exercise their voting rights at the Annual General Meeting by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

Abliva AB (publ) - the mitochondrial medicine company. The company is listed on Nasdaq Stockholm, Small Cap, under the ticker symbol ABLI.

Press Release

Abliva AB (publ), 556595-6538

19 April 2021 16:10:00 CEST - Lund,

Sweden

A special form must be used for the postal vote. The form for postal voting is available on the Company's website www.abliva.comno later than Thursday 29 April 2021 and can also be sent by mail to shareholders at the request by telephone no 0771-24 64 00. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance.

Completed and signed forms for postal voting shall be sent by mail to Computershare AB, " Abliva AB's AGM", Box 5267, 102 46 Stockholm and must be received by Computershare AB on Wednesday 19 May 2021 at the latest. Postal voting form may also be submitted electronically by verification through BankID in accordance with instructions at the Company's website www. abliva.comor by sending the completed postal voting form by e-mail to info@computershare. setogether with power of attorney and other documentation of authority. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

Proxies etc.

If the shareholders votes in advance by proxy, a power of attorney must be attached to the form. If the shareholder is a legal entity, a certificate of registration or corresponding authorisation documents must be attached to the form. Proxy forms are available at request and on the Company's website, www.abliva.com.

Number of shares and votes

At the time of publication of this Notice, the total number of shares and votes of the Company is 328,941,492. The Company does not hold any treasury shares.

Proposed agenda:

1. Election of a Chair of the Meeting.
2. Election of one or two persons to verify the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Consideration of whether the Meeting has been duly convened.
6. Submission of the Annual Accounts and Audit Report and the Consolidated Accounts and Consolidated Audit Report.
7. Resolutions
8. 1. On adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
   2. On appropriation of the Company's earnings in accordance with the adopted Balance Sheet.
   3. On approval on the Board of Directors' Remuneration Report.
   4. On discharging the Board members and Chief Executive Officer from liability.
9. Determination of the number of Board members and auditors.
10. Determination of Directors' and audit fees.
11. Election of the Board of Directors and auditor.
12. Resolution on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee.
13. Resolution on authorizing the Board of Directors to decide on new issue of shares, warrants and/or convertibles.

Abliva AB (publ) - the mitochondrial medicine company. The company is listed on Nasdaq Stockholm, Small Cap, under the ticker symbol ABLI.

Press Release

Abliva AB (publ), 556595-6538

19 April 2021 16:10:00 CEST - Lund,

Sweden

1. Resolution on a) implementation of the Employee Stock Option Program 2021/2025, b) directed issue of warrants to subsidiary, and c) approval of transfer of warrants.
2. Closing the Meeting.

Proposed resolutions in brief:

Election of a Chair of the Meeting (point 1)

The Nomination Committee proposes that Lawyer Annika Andersson, Cirio Law firm, or in her absence, a person appointed by the Nomination Committee, shall be appointed Chairperson of the Annual General Meeting.

Election of one or two persons to verify the minutes (item 2)

The Board of Directors proposes the shareholder Andreas Inghammar, and the shareholder Kristina Ingvar, or, in the event of absence of one of both of them, the person or persons instead appointed by the Board of Directors, to verify the minutes. The assignment to verify the minutes shall also include verifying the voting list and that postal votes received are correctly reflected in the minutes of the Meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval under item 3 on the agenda is the voting list prepared by Computershare AB on behalf of the Company, based on the share register for the Annual General Meeting and received postal votes, and approved by the persons assigned to verify the minutes.

Appropriation of profits (point 7 b)

The Board of Directors proposes that the Annual General Meeting disposes over the Company' s earnings in accordance with the Board of Directors' proposal in the Annual Accounts. Additionally, the Board of Directors proposes that no dividend is paid for the financial year 2020.

Approval on the Board of Directors' Remuneration Report (point 7 c)

The Board of Directors proposes that the Annual General Meeting approve the Board of Directors' Remuneration Report for 2020 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Determination of the number of Board members and auditors, and determination of Directors' and audit fees (point 8 and 9)

The Nomination Committee proposes that the Annual General Meeting resolves that the number of Board members shall be five and that one auditor shall be appointed. The Nomination Committee also proposes that fees to Board members and members of the Board of Directors' various Committees shall be payable, as in the previous year, as follows:

SEK 400,000 to the Chair of the Board;

SEK 250,000 each to other Board members;

SEK 100,000 to the Chair of the Audit Committee;

SEK 50,000 each to other members of the Audit Committee;

SEK 40,000 to the Chair of the Remuneration Committee;

SEK 20,000 each to other members of the Remuneration Committee.

Abliva AB (publ) - the mitochondrial medicine company. The company is listed on Nasdaq Stockholm, Small Cap, under the ticker symbol ABLI.

Press Release

Abliva AB (publ), 556595-6538

19 April 2021 16:10:00 CEST - Lund,

Sweden

Having considered the Company's and the Board of Directors' appraisal of the auditors' work, the Nomination Committee proposes that, as in the previous year, audit fees should be in accordance with approved account pursuant to customary billing terms. No fees shall be payable to members of the Nomination Committee.

Election of the Board of Directors and auditor (point 10)

The Nomination Committee proposes that the Annual General Meeting resolves to re-elect the Board members David Bejker, Denise Goode, David Laskow-Pooley, Jan Törnell and Roger Franklin. The Nomination Committee proposes that David Laskow-Pooley is re-elected as Chair of the Board.

Furthermore, the Nomination Committee proposes, in accordance with the Audit Committee's recommendation, that the auditor firm Ernst & Young AB is elected as the Company's auditor, for the period until the end of the Annual General Meeting held in the financial year after the Auditor was appointed. It is Ernst & Young AB's intention to appoint Ola Larsmon as auditor in charge.

Resolution on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee (point 11)

Guidelines for appointing members of the Nomination Committee

The Nomination Committee proposes that the work of the Nomination Committee for the Annual General Meeting 2022 should be conducted as follows:

The Company shall have a Nomination Committee that shall consist of a member for each of the three largest shareholders in terms of votes, based on the shareholder statistics as of the last tradingday in September 2021, which the Company obtains from Euroclear Sweden AB. If such shareholder does not exercise its right to appoint a member, the right to appoint a member of the Nomination Committee shall transfer to the next largest shareholder in terms of votes. Coincident with the appointment of a new Nomination Committee, in an appropriate manner, the Chair of the Board shall contact the three largest shareholders identified and request them to nominate the person said shareholder intends to appoint as a member of the Nomination Committee in writing within a reasonable period in the circumstances, although not exceeding 30 days.

The majority of the Nomination Committee's members should be non-affiliated to the Company and its management. The Chief Executive Officer or other member of management should not be a member of the Nomination Committee. At least one of the members of the Nomination Committee should be non-affiliated to the largest shareholder of the Company in terms of votes, or group of shareholders that cooperate on the Company's administration. Board members may be members of the Nomination Committee, but should not constitute a majority of Nomination Committee members. The Chair of the Board or other Board members should not be the Chair of the Nomination Committee. If more than one member is a member of the Nomination Committee, a maximum of one of these people should be affiliated to the Company' s largest shareholder.

Information on the definitively appointed Nomination Committee shall include the name of the three appointed members, as well as the name of those shareholders that appointed them, and

Abliva AB (publ) - the mitochondrial medicine company. The company is listed on Nasdaq Stockholm, Small Cap, under the ticker symbol ABLI.

Press Release

Abliva AB (publ), 556595-6538

19 April 2021 16:10:00 CEST - Lund,

Sweden

shall be announced by no later than six months prior to the scheduled Annual General Meeting. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed. Unless the members agree otherwise, the Chair of the Nomination Committee should be that member appointed by the largest shareholder in terms of votes.

If one or more of the shareholders that have appointed members of the Nomination Committee are no longer one of the three largest shareholders in terms of votes, members appointed by such shareholders shall put their places on the Nomination Committee at the Committee's disposal, and that, or those, shareholders that have become one of the three largest shareholders in terms of the vote shall be entitled to appoint members. However, unless there are special circumstances, there shall be no changes to the composition of the Nomination Committee if only marginal changes to the number of votes have occurred, or any such change occurs later than two months prior to the Annual General Meeting. Shareholders that have appointed members of the Nomination Committee are entitled to dismiss such member and appoint a new member of the Nomination Committee, aswell as appoint a new member of the Nomination Committee if the member appointed by said shareholder decides to leave the Nomination Committee. Changes to the composition of the Nomination Committee shall be announced as soon as they have occurred.

Instructions for the Nomination Committee

The Nomination Committee shall prepare proposals on the following issues to be submitted to the Annual General Meeting for resolution:

1. a proposal regarding a Chair of the Meeting;
2. a proposal regarding the number of Board members elected by the Annual General Meeting and the number of auditors;
3. a proposal regarding fees to Board members and members of the Board's various Committees;
4. a proposal regarding audit fees;
5. a proposal regarding election of the Chair of the Board and other Board members aswell as election of auditors;
6. a proposal regarding guidelines for appointing members of the Nomination Committee, and instructions for the Nomination Committee;
7. a proposal regarding fees to members of the Nomination Committee.

The Company's Chair convenes the first meeting and shall ensure that the Nomination Committee receives relevant information regarding the results of the Board of Directors' review of its work without delay. Such information shall be presented by January at the latest and shall contain information about the Board of Directors working methods and how effective its work is. Furthermore, the Chair shall be co-opted to the Nomination Committee's meetings when required.

On request from the Nomination Committee, the Company shall provide personnel, e.g. secretarial services in order to facilitate the work of the Nomination Committee. When required, the Company shall reimburse the Nomination Committee's reasonable expenses, such as the cost of recruitment, and for any external consultants the Nomination Committee deems necessary in order to complete its assignment.

Abliva AB (publ) - the mitochondrial medicine company. The company is listed on Nasdaq Stockholm, Small Cap, under the ticker symbol ABLI.