Saniona : The Nomination Committee’s proposals and reasoned statement

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The Nomination Committee's proposals and reasoned statement for the extraordinary shareholders' meeting in Saniona AB on 16 September 2021

1. Background

1. In accordance with the guidelines adopted on the annual shareholders' meeting in Saniona AB (below "Saniona" or the "Company") on 6 May 2020, a Nomination Committee has been appointed and announced through a press release on 26 Novem- ber 2020. The Nomination Committee has consisted of Søren Skjærbæk, representing Jørgen Drejer, John Haurum, representing New Leaf Ventures, and J. Donald deBethizy, chairman of the board of directors. Søren Skjærbæk has been the chair- man of the Nomination Committee.
2. The Nomination Committee's proposals for the extraordinary shareholders' meeting

1. In summary, the Nomination Committee submits the following proposals for resolu- tions:
   Item 1 - Election of chairman of the meeting
   The Nomination Committee proposes to the extraordinary shareholders' meeting that attorney Ola Grahn is elected as chairman of the extraordinary shareholders' meet- ing, or, in his absence, the person appointed by the Nomination Committee instead.
   Item 6 - Determination of the number of members of the board
   At the annual shareholders' meeting held on 26 May 2021, it was resolved that the board of directors shall be composed of five ordinary members until the end of the next annual shareholders' meeting.
   The Nomination Committee now proposes that the board of directors shall be com- posed of six ordinary board members until the end of the next annual shareholders' meeting.
   Item 7 - Election of new member of the board
   At the annual shareholders' meeting held on 26 May 2021, it was resolved to re-elect J. Donald deBethizy, Jørgen Drejer, Anna Ljung, Edward C. Saltzman and Carl Johan Sundberg as ordinary board members, and to re-elect J. Donald deBethizy as chair- man of the board.

The Nomination Committee now proposes that Robert E. Hoffman is elected as new ordinary board member for the time period up until the end of the next annual share- holders' meeting alongside the board members elected at the annual shareholders' meeting held on 26 May 2021.

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Robert E. Hoffman (born 1965) is an experienced financial executive and board member with nearly 30 years of experience and achievements in accounting, finance, fund raising, strategic planning, corporate governance, investor relations, and leadership.

Mr. Hoffman currently sits on three publicly-traded company boards with market capitalizations ranging from $30 million to $300 million (ASLAN Pharmaceuticals - Nasdaq: ASLN, Kintara Therapeutics - Nasdaq: KTRA, and Antibe Therapeutics - TSX: ATE) serving as chairman on one of the boards and as financial expert on the other boards. Mr. Hoffman also serves as a board member of the Association of Bioscience Financial Officers and FibroBiologics, Inc., a private biotechnology company. In his most recent operating role, Mr. Hoffman was CFO of San Diego-based Heron Pharmaceuticals, a Nasdaq listed commercial stage drug developer with a pipeline of acute pain therapeutics. During his tenure at Heron, the company raised more than $650 million and launched its second commercial drug product. Mr. Hoffman's career in the biotechnology sector began in 1997 at Arena Pharmaceuticals, where he was a member of the founding management team and rose to become CFO, holding that position for ten years. While at Arena, he was involved in its IPO and financings, raising more than $1.5 billion. Mr. Hoffman was the financial lead in two Arena ac- quisitions, including a Swiss manufacturing facility and he became managing director of the facility upon the closing of the transaction. Mr. Hoffman also was an advisor to the Financial Accounting Standard Board (FASB) for 10 years (2010 to 2020) advising the United States accounting rulemaking organizations on emerging issues and new financial guidance. As a founder of Day For Change, a not-for-profit that serves underprivileged and abused children in San Diego, Mr. Hoffman has served on its board of directors for 20 years. Mr. Hoffman received his BBA in accounting from St. Bonaventure University and is a licensed CPA (Inactive) in the State of California.

Robert E. Hoffman is considered independent in relation to the Company, its senior management and major shareholders. Robert E. Hoffman does not own shares in Saniona.

Provided that Mr. Hoffman is elected as board member, the board of directors intends to appoint Robert E. Hoffman as chairman of the Audit Committee.

Item 8 - Determination of remuneration for the new member of the board

At the annual shareholders' meeting held on 26 May 2021, it was resolved that board remuneration shall be paid with SEK 400,000 to the chairman of the board, with SEK 250,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries, and an additional SEK 140,000 for each member of the board domiciled in North America. In addition, it was resolved that remuneration for committee work shall be paid with SEK 120,000 to the chairman of the Audit Com- mittee, with SEK 60,000 to each of the other members of the Audit Committee and with SEK 60,000 to each member of the Remuneration Committee, provided that no remuneration for committee work shall be paid to members of the board, who are employed by Saniona or any of its subsidiaries.

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In light of that the Nomination Committee, pursuant to items 6-7, proposes that a new board member is elected, the Nomination Committee now proposes that board remuneration shall be paid with SEK 260,000 to Robert E. Hoffman for the time period up until the end of the next annual shareholders' meeting (corresponding to a yearly remuneration of SEK 390,000, of which SEK 140,000 relates to the additional remuneration for each member of the board domiciled in North America). In addition thereto, the Nomination Committee further proposes that a separate remuneration of SEK 80,000 shall be paid to Robert E. Hoffman in his capacity as chairman of the Audit Committee for the time period up until the end of the next annual share- holders' meeting (corresponding to a yearly remuneration of SEK 120,000).

3. The Nomination Committee's reasoned statement

1. In its proposal to the annual shareholders' meeting in May 2021, the Nomination Committee noted that it had made the assessment that the existing board has been well functioning and that the members of the board together possess the competences and qualifications required to meet the Company's short-term needs. The Nomina- tion Committee however also noted that, due to the Company's increased orientation towards the US and its current development stage, it would likely in the near-term be relevant to add additional competences to the board of directors.
2. The Nomination Committee has now identified a suitable candidate who has con- firmed willingness to take up office immediately and the Nomination Committee has in light hereof considered that it would be appropriate to add the additional compe- tence to the board of directors already prior to the annual shareholders' meeting to be held in 2022. With his vast experience in the biotechnology industry at the executive level as well as at the board level, the Nomination Committee considers that Robert E. Hoffman has a most relevant background to join the board of directors. The Nomi- nation Committee further notes Mr. Hoffman's extensive financial experience, a most relevant background to become the new chairman of the Audit Committee.
3. The Nomination Committee also considers that the proposed composition of the board of directors fulfills the requirements of the Swedish Code of Corporate Govern- ance regarding the independence of the members of the board of directors. According to the Nomination Committee, the new proposed board member is considered inde- pendent in relation to the Company, its senior management and major shareholders. Out of the previous board members, all board members, except Jørgen Drejer, are to be considered independent in relation to the Company, its senior management, and major shareholders. Jørgen Drejer is to be considered independent in relation to ma- jor shareholders but not in relation to the Company and its senior management.
4. According to the Swedish Code of Corporate Governance, an even gender balance of the board of directors shall be strived for. The Nomination Committee has resolved to apply Rule 4.1 of the Swedish Code of Corporate Governance as its diversity policy, which states that the composition of the board shall be characterized by diversity and breadth with respect to qualifications, experience, and background of the board

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members, and that an even gender balance shall be strived for. The Nomination Committee has considered the question regarding an even gender balance and the Nomination Committee can conclude that the proposed composition of the board of directors will consist of one woman and five men. In the Nomination Committee's opinion, this gender distribution is not consistent with the requirement of an equal gender balance. The Nomination Committee's ambition is that the gender balance shall improve over time, and aim to correspond to the levels expressed by the Swedish Corporate Governance Board.

3.5 With regards to the proposed board remuneration, the Nomination Committee has applied the remuneration levels considered in connection with, and resolved at, the annual shareholders' meeting 2021, on a pro-rata basis for the remaining time period up until the end of the next annual shareholders' meeting.

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August 2021

Saniona AB (publ)

The Nomination Committee