Saniona : Notice of annual general meeting 2023

PRESS RELEASE

25 April 2023 12:30:00 CEST

Notice of Saniona AB annual shareholders' meeting

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 shareholders in Saniona AB, Reg. No. 556962-5345, are hereby invited to the annual shareholders' meeting (Sw. årsstämma) to be held on Thursday 25 May 2023 at 10:00 (CEST) at the premises of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden.

Right to participate and notice of participation

Shareholders wishing to participate in the annual shareholders' meeting must:

• be registered in the company's share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Tuesday 16 May 2023; and
• no later than on Friday 19 May 2023 notify the company in writing of their intention to participate in the annual shareholders' meeting to Saniona AB, Smedeland 26B, DK-2600 Glostrup, Denmark. Such notice can also be given by email to [e-mail]. The notice shall specify the shareholder's complete name, personal or company registration number, registered shareholding, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"), to be able to exercise their voting rights at the annual shareholders' meeting. Such voting rights registration must be implemented by the trustee no later than Friday 19 May 2023. In advance of this date, shareholders must notify their trustee of their request of such voting rights registration.

Proxies etc.

In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the annual shareholders' meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the annual shareholders' meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder's notification to participate in the annual shareholders' meeting. A template power of attorney can be found at the company's website (www.saniona.com) and will be sent to the shareholders who request it and state their addres.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the 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.
6. Consideration as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report and the consolidated annual report and consolidated audit report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.
8. Resolution on

1. adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet,
2. allocation of the company's loss in accordance with the adopted balance sheet, and
3. discharge of liability of the directors of the board and the CEO.

1. Determination of the number of members of the board as well as the number of auditors and deputy auditors.
2. Determination of remuneration for the board members and the auditors.
3. Election of members of the board, the chairman of the board and accounting firm or auditors.
4. Resolution on instruction and charter for the Nomination Committee.
5. Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders' meeting in 2024.
6. Resolution on approval of remuneration report.
7. Resolution on guidelines for remuneration to senior executives.
8. Resolution on authorization for the board of directors regarding issues.
9. Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants.
10. Closing of the meeting.

Resolution proposals

Item 1: Election of chairman of the meeting

The Nomination Committee, consisting of John Haurum, representing Jørgen Drejer, Søren Skjærbæk, representing Dan Peters, and the chairman of the board, Jørgen Drejer, proposes that attorney Ola Grahn is elected as chairman of the annual shareholders' meeting.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Item 7 (b): Resolution on allocation of the company's loss in accordance with the adopted balance sheet

The board of directors proposes that no dividends are paid and that available funds are carried forward to a new account.

Item 8: Determination of the number of members of the board as well as the number of auditors and deputy auditors

The Nomination Committee proposes that the board of directors shall be composed of four ordinary board members until the end of the next annual shareholders' meeting.

The Nomination Committee further proposes that one registered accounting firm is appointed as auditor.

Item 9: Determination of remuneration for the board members and the auditors

The Nomination Committee proposes that board remuneration shall be paid with SEK 350,000 to the chairman of the board (unchanged compared to previous year) and with SEK 200,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries (unchanged compared to previous year). In addition, remuneration is proposed to be paid for committee work with SEK 100,000 to the chairman of the Audit Committee (unchanged compared to previous year), with SEK 50,000 to each of the other members of the Audit Committee (unchanged compared to previous year) and with SEK 30,000 to each member of the Remuneration Committee (unchanged compared to previous year), 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.

The Nomination Committee further proposes that remuneration to the auditor shall be paid in accordance with customary charging standards and approved invoice.

Item 10: Election of members of the board, the chairman of the board and accounting firm or auditors

The Nomination Committee proposes that Jørgen Drejer, Anna Ljung and Carl Johan Sundberg are reelected as ordinary board members, that Pierandrea Muglia is elected as new ordinary board member, and that Jørgen Drejer is re-elected as chairman of the board.

Pierandrea Muglia (born 1966) is a medical doctor clinically trained in child neurology and psychiatry with 20+ years of research and clinical development experience with roles of increasing leadership responsibilities in large- (GSK) and medium-size (UCB) pharma, and with management and entrepreneurial roles in biotech. All preceded by ten years of neuropharmacology, and psychiatric academic research.

Most recently Dr. Muglia served as VP and head of neurology early clinical development at UCB, CMO at Handl Therapeutics and President and Founder of GRIN Therapeutics, a clinical stage company, for which he raised the capital necessary to develop a small molecule for a genetically defined orphan epilepsy syndrome.

During his tenure as Academic Clinicians Dr. Muglia served Residence roles at the Child Psychiatry Services, in the Dept. of Public Health, San Francisco (1996). He was thereafter Post-docMRC-Canada Fellow and then Assistant Professor at the Department of Psychiatry, University of Toronto (1998-2002).

Dr. Muglia has over 100 publications in the field of neuropsychopharmacology, drug development, and human genetics in high impact journals. He is actively involved in progressing the search for novel therapeutic solutions for developmental neuropsychiatric disorders also being part of scientific advisory board and committees of public initiatives and patient advocacy associations.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Other current positions: CEO of Ichnos srl.

Dr. Muglia holds 190,000 shares in Saniona. He is considered independent in relation to Saniona, its management and major shareholders.

Information on the board members proposed for re-election can be found at the company's website and in the Annual Report (see www.saniona.com).

The Nomination Committee further proposes, in accordance with the recommendation from the Audit Committee, that Öhrlings PricewaterhouseCoopers AB is elected as new accounting firm. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Cecilia Andrén Dorselius will be the auditor in charge.

Item 11: Resolution on instruction and charter for the Nomination Committee

The Nomination Committee proposes that a Nomination Committee shall be appointed before coming elections and remuneration, and that an instruction and charter for the Nomination Committee shall be adopted in accordance with the following substantial terms.

The Nomination Committee shall be comprised of three members which shall be the chairman of the board of directors and two members appointed by the two largest shareholders as of last September. The "two largest shareholders" refer to the ownership grouped registered or in any other way known shareholders as per the end of September. If any of these two largest shareholders refrain from appointing an owner representative, or if an owner representative resigns or relinquishes the position before the assignment is completed and the entitled shareholder does not appoint another representative, the chairman of the board of directors shall invite the next shareholder (i.e. first the third largest owner) to within a week of the request appoint an owner representative. The procedure shall continue until the Nomination Committee is composed of three members.

If a substantial change of ownership occurs no later than seven weeks before the annual shareholders' meeting, a new shareholder representative shall be appointed. The chairman of the board of directors shall then contact the one of the two largest shareholders without an owner representative and request such shareholder to appoint a representative. When such a representative has been appointed, such representative shall be a member of the Nomination Committee and replace the former member of the Nomination Committee who no longer represents one of the two largest shareholders.

The Nomination Committee's term shall run until such time as a new Nomination Committee has been elected.

Item 12: Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders' meeting in 2024

The Nomination Committee proposes that remuneration should be paid to the members of the Nomination Committee for the work up and until the annual shareholders' meeting to be held in 2024 with SEK 30,000 to each member, who is not also a board member.

Item 13: Resolution on approval of remuneration report

The board of directors proposes that the annual shareholders' meeting resolves to approve the board of directors' remuneration report for the financial year 2022.

Item 14: Resolution on guidelines for remuneration to senior executives

The board of directors proposes, with amendments to the guidelines adopted by the annual shareholders' meeting 2020, that the annual shareholders' meeting resolves to adopt the following guidelines for remuneration to senior executives.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Scope and applicability of the guidelines

These guidelines comprise the persons who are part of Saniona's group management (including the CEO). The guidelines also encompass any remuneration to members of the board of directors, in addition to board remuneration.

These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual shareholders' meeting 2023. These guidelines do not apply to any remuneration resolved by the shareholders' meeting, such as e.g. board remuneration and share-based incentive programs.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

Saniona is a clinical-stage biopharmaceutical company focused on the discovery and development of medicines modulating ion channels. Saniona's most advanced candidate, tesofensine, has progressed towards regulatory approval for obesity by Saniona's partner Medix. Saniona is advancing four product candidates including Tesomet™ and three ion channel modulators SAN711, SAN903 and SAN2219. Tesomet™ has progressed to mid-stage clinical trials for rare eating disorders. SAN711 has completed Phase 1 for neuropathic pain conditions. SAN903 is ready for Phase 1 for inflammatory and fibrotic disorders. SAN2219 is in preclinical development for epilepsy. Saniona has research and development partnerships with Boehringer Ingelheim GmbH, Productos Medix, S.A de S.V and Cephagenix ApS. For more information about Saniona's business strategy, see Saniona's latest annual report.

A successful implementation of Saniona's business strategy and safeguarding of Saniona's long-term interests, including its sustainability, require that the company is able to recruit and retain highly competent senior executives with a capacity to achieve set goals. In order to achieve this, Saniona must offer a competitive total remuneration on market terms, which these guidelines enable.

Long-termshare-based incentive programs have been implemented in Saniona. For further information about these programs, see Saniona's latest annual report. The share-based incentive programs have been approved by the shareholders' meeting and are therefore not covered by these guidelines.

Types of remuneration, etc.

The remuneration shall be on market terms and be competitive and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. For the individual senior executive, the level of remuneration shall be based on factors such as work duties, expertise, position, responsibilities and performances. Additionally, the shareholders' meeting may - irrespective of these guidelines - resolve on, e.g. share and share price-related remuneration.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.

Fixed salary

The CEO and other senior executives shall be offered a fixed annual cash salary. The fixed cash salary shall as a starting point be determined per calendar year with salary revision on an annual basis.

Variable cash remuneration

In addition to fixed salary, the CEO and other senior executives may, according to separate agreements, receive variable cash remuneration. Variable cash remuneration covered by these guidelines is intended to promote Saniona's business strategy and long-term interests, including its sustainability.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark