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

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

Shareholders in Moberg Pharma AB (publ), reg. no. 556697-7426 (the “Company”), are hereby convened to the Extraordinary General Meeting on 9 October 2023 at 09:30 on Advokatfirman Schjødt, Hamngatan 27 in Stockholm.

Attendance at the Extraordinary General Meeting
Shareholders who wish to participate in the Extraordinary General Meeting must:

·    be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 29 September 2023, and

·    notify their intention to participate no later than 3 October 2023. Notice of participation is made through regular mail to Moberg Pharma AB (publ), att. Malin Nilsson, Gustavslundsvägen 42, 5 tr, 167 51 Bromma, or by e-mail to malin.nilsson@mobergpharma.se. In the notice of participation, shareholders must state their name, personal identification number/corporate registration number, address, phone number, and, where applicable, number of assistants (no more than two).

To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Extraordinary General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on 29 September 2023. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than 3 October 2023, are considered when preparing the share register. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

A shareholder who wishes to be represented by proxy shall issue a written and dated Power of Attorney to the proxy holder. If the Power of Attorney is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The Power of Attorney must not be more than one year old, however, the Power of Attorney may be older if it is stated that it is valid for a longer term, maximum five years. The Power of Attorney in original as well as any Registration Certificate must be presented at the Extraordinary General Meeting. The Company provides Power of Attorney-forms on the Company’s website, www.mobergpharma.se.

Number of shares and votes
As per the date of this notice, there are a total of 27,743,082 ordinary shares in the Company, corresponding to in total 27,743,082 votes. Each ordinary share entitles the holder to one vote at the general meeting. No series C shares have been issued. At the time of issuing this notice, the Company holds 445,974 ordinary shares that do not qualify for voting rights at the general meeting.

Proposed Agenda

1.      Opening of the Meeting

2.      Election of Chairman of the Meeting

3.      Election of one or two persons to verify the minutes

4.      Preparation and approval of the voting list

5.      Determination whether the Meeting has been duly convened

6.      Approval of the agenda

7.      Approval of the Board of Directors’ resolution to issue warrants

8.      Closing of the Meeting

PROPOSALS FOR RESOLUTION

Approval of the Board of Directors’ resolution to issue warrants (item 7)
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors' resolution to carry out an issue of warrants of series 2023:1 on the following terms and conditions.

1.  A maximum of 664,370 warrants of series 2023:1 may be issued, entailing an increase in the share capital of not more than SEK 664,370.032983 if all warrants are exercised.

2.  The right to subscribe for warrants shall only vest in Lusam Invest AB (maximum 192,572 warrants), Formue Nord Markedsneutral A/S (maximum 96,286 warrants), Wilhelm Risberg (maximum 77,028 warrants), Selandia Alpha Invest A/S (maximum 57,771 warrants), Erik Lindbärg (maximum 48,143 warrants), Capmate AB (maximum 38,514 warrants), Råsunda Förvaltning AB (maximum 38,514 warrants), Östen Carlsson (maximum 38,514 warrants), Patrik Hansen (maximum 38,514 warrants) and Mats Erik Carlsson (maximum 38,514 warrants).

3.  The reason for the deviation from the shareholders' preferential rights is that these persons have entered into issue guarantee agreements with the Company in connection with the Company's rights issue which gives the guarantors the right to receive guarantee compensation in the form of newly issued ordinary shares and warrants of series 2023:1.

4.  The warrants are issued without consideration. The terms and conditions for the warrants are kept available at the Company's website, www.mobergpharma.se.

5.  Subscription shall be made on a separate subscription list no later than 10 October 2023.

6.  The Board of Directors shall be entitled to extend the subscription period.

7.  New ordinary shares issued as a result of exercise of the warrants entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed. The share premium, upon subscription of new ordinary shares following exercise of the warrants, shall be transferred to the unrestricted premium reserve.

The CEO or a person appointed by the CEO shall be authorized to make any minor adjustment required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

A resolution in accordance with this proposal requires the support of shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.

Shareholders’ right to request information
The shareholders are reminded of their right to receive information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Documents
Documents according to the Swedish Companies Act will be made available to the shareholders at the Company and on the Company's website, www.mobergpharma.se, no later than three weeks before the meeting and will be sent free of charge to the shareholders who request it from the Company and state their address.

Processing of personal data
For information on how personal data is processed in connection with the Extraordinary General Meeting, see the integrity policy that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Stockholm in September 2023

Moberg Pharma AB (publ)

The Board of Directors