Notice to attend the Annual General Meeting held on May 19, 2022 in Isofol Medical AB (publ)

GOTHENBURG, Sweden, April 12, 2022 – Isofol Medical AB (publ), (Nasdaq Stockholm: ISOFOL), hereby invites the shareholders of Isofol Medical AB (publ), Reg. No. 556759-8064 based in Gothenburg, to the Annual General Meeting on Thursday, May 19, 2022.

N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

The shareholders in Isofol Medical AB (publ), Reg. No. 556759-8064, with its registered office in Gothenburg, are hereby invited to attend the annual general meeting held on Thursday, May 19, 2022 at 5 p.m. at Park, Kungsportsavenyn 36, SE-411 36 in Gothenburg, Sweden. Registration at the annual general meeting starts at 4:30 p.m. and ends when the meeting convenes.

NOTIFICATION, ADVANCE VOTING, ETC.

Right to participate in the annual general meeting and notification

Participation in the annual general meeting at the venue

Shareholders wishing to participate in the annual general meeting at the venue or represented by a proxy must:

  • be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday, May 11, 2022 (for nominee-registered shares, see “Nominee-registered shares” below); and
  • no later than Friday, May 13, 2022 give notice of attendance by post to Isofol Medical AB (publ), ”Annual general meeting 2022”, Att. Gustaf Albèrt, Arvid Wallgrens backe 20, SE-413 46 Gothenburg, Sweden, or by e-mail to arsstamma@isofolmedical.com.

When providing such notice, the shareholder shall state name (corporate name), personal or corporate registration number, shareholding, address, telephone number, and the number of any accompanying assistant(s) (maximum two assistants), and if applicable name and personal registration number of any proxy or proxies. Personal data disclosed in connection with registration will only be processed and used in connection with the annual general meeting. Further details on the processing of personal data are provided below.

If a shareholder is represented by proxy, a written and dated proxy for the representative must be issued. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. The proxy is valid for a maximum of one (1) year from the date of issue, or for the longer period of validity specified in the proxy, however, for a maximum of five (5) years from the date of issue. The proxy and any certificate of registration should be sent to the company at the above address well in advance of the annual general meeting. Any certificate of registration is valid for one (1) year. A proxy form is available on the company’s website, www.isofolmedical.com.

Participation by advance voting

Shareholders may exercise their voting rights at the annual general meeting by advance voting, so called postal voting pursuant to Section 4 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A shareholder who wishes to participate in the annual general meeting by voluntary advance voting must:

  • be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday, May 11, 2022 (for nominee-registered shares, see “Nominee-registered shares” below); and
  • submit its advance vote in accordance with the instructions below so that the postal vote is received by the company no later than Friday, May 13, 2022.

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under “Participation in the annual general meeting at the venue” above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the company’s website, https://www.isofolmedical.com. A completed and signed form may be submitted by post to Isofol Medical AB (publ), ”Annual general meeting 2022”, Att. Gustaf Albèrt, Arvid Wallgrens Backe 20, SE-413 46 Gothenburg, Sweden, or by e-mail to arsstamma@isofolmedical.com. The completed form shall be received by the company not later than Friday, May 13, 2022. The shareholder may not provide special instructions or conditions in the voting form.  If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed with the advance voting form. Proxy forms are available on the company’s website, www.isofolmedical.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.

Nominee-registered shares

To be entitled to participate in the annual general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation or submitting its advance vote, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday, May 11, 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Friday, May 13, 2022 are taken into account when preparing the register of shareholders.

PROPOSED AGENDA

  1. Opening of the annual general meeting.
  2. Election of chairman of the annual general meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons who shall approve the minutes.
  6. Determination of whether the annual general meeting has been duly convened.
  7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.
  8. Resolution regarding adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet.
  9. Resolution regarding allocations of the company’s result pursuant to the adopted balance sheet.
  1. Resolution regarding discharge from liability of the board members and the CEO.
    1. Pär-Ola Mannefred – chairman of the board of directors
    2. Magnus Björsne – board member
    3. Robert Marchesani – board member
    4. Lennart Jeansson – board member
    5. Anna Belfrage – board member
    6. Alain Herrera – board member
    7. Aram Mangasarian – board member 
    8. Paula Boultbee – board member
    9. Ulf Jungnelius – CEO
  1. Resolution regarding the number of board members, deputy board members, auditors and deputy auditors.
    1. Number of board members and deputy board members
    2. Number of auditors and deputy auditors
  1. Resolution regarding the fees to the board of directors and the auditors.
    1. Fees to the board of directors
    2. Fees to the auditors
  1. Election of board members and auditor.
    1. Magnus Björsne – board member (Re-election)
    2. Robert Marchesani – board member (Re-election)
    3. Lennart Jeansson – board member (Re-election)
    4. Anna Belfrage – board member (Re-election)
    5. Alain Herrera – board member (Re-election)
    6. Aram Mangasarian – board member (Re-election)
    7. Paula Boultbee – board member (Re-election)
    8. Jan Törnell – board member (Election)
    9. Jan Törnell – chairman of the board of directors (Election)
    10. KPMG AB – auditor (Re-election)
  2. Determination of procedure for appointment of the nomination committee.
  3. Presentation of the remuneration report for approval.
  4. Resolution on adoption of guidelines for executive remuneration.
  5. The board of directors’ proposal to change the articles of association.
  6. The board of directors’ proposal regarding authorisation for the board of directors to resolve on new issues.
  7. Closing of the annual general meeting.

THE NOMINATION COMMITTEE’S PROPOSAL FOR ITEMS 2, 11, 12, 13 AND 14

The nomination committee, who’s members have been appointed in accordance with the principles resolved by the annual general meeting 2021, consisting of chairman Malin Björkmo (appointed by Handelsbanken Fonder) together with the members  Lars Lind (appointed by Hans Enocson), Ulrik Grönvall (appointed by Swedbank Robur Fonder), Mats-Ola Palm (appointed by approx. 12 % of the votes) and Pär-Ola Mannefred (chairman of the board of directors), submits the following proposal:

Item 2 – Election of chairman of the annual general meeting

The nomination committee proposes that the chairman of the board of directors, Pär-Ola Mannefred, is elected chairman of the annual general meeting.

Item 11 – Resolution regarding the number of board members, deputy board members, auditors and deputy auditors

The nomination committee proposes that the board of directors shall consist of eight (8) members with no deputies.

The nomination committee proposes that one (1) registered public accounting firm is elected auditor.

Item 12 –  Resolution regarding the fees to the board of directors and the auditors

The nomination committee proposes that fees to the board of directors, for the period until the end of the annual general meeting 2023, shall be allocated as follows. SEK 550,000 (unchanged) to the chairman of the board of directors and SEK 250,000 (unchanged) to each of the other members of the board of directors elected by the general meeting. Further, SEK 125,000 (previously SEK 75,000) to the chairman of the audit committee, SEK 75,000 (previously SEK 40,000) to each of the other members of the audit committee, SEK 75,000 (previously SEK 50,000) to the chairman of the remuneration committee, and SEK 50,000 (previously SEK 25,000) to each of the other members of the remuneration committee.

The nomination committee further proposes, that the board members (in addition to compensation for out-of-pocket costs and travel expenses), resident within Europe but outside the Nordic countries, shall receive SEK 7,500 (unchanged) for each board meeting attended in person, and board members resident in North America shall receive SEK 15,000 (unchanged) for each board meeting attended in person.

The nomination committee proposes that the fees to the auditors for services rendered shall be paid in accordance with by the company approved invoice.

Item 13 (a-j) – Election of board members and auditor

The nomination committee proposes re-election of Magnus Björsne, Robert Marchesani, Lennart Jeansson, Anna Belfrage, Alain Herrera, Aram Mangasarian and Paula Boultbee, and new election of Jan Törnell, as board members. In addition, it is also proposed that Jan Törnell is elected as new chairman of the board of directors. All elections refer to the period until the end of the next annual general meeting.

Pär-Ola Mannefred has declined re-election as board member and chairman of the board of directors.

Information about the proposed new member of the board of directors and chairman of the board of directors

Jan Törnell

Born: 1960

Professional experience: Jan Törnell has extensive international experience from managerial positions within life science, for example as Vice President of Global Strategy at AstraZeneca Oncology & Infection. Jan Törnell has further held positions as professor of Physiology at Sahlgrenska University Hospital and as Docent of Physiology at University of Gothenburg. Today he holds board assignments in multiple boards for companies within the life science sector and works as an adviser regarding pharmaceutical projects.

Education: M.D. and PhD in Physiology from the University of Gothenburg.

Other board assignments: Jan Törnell is chairman of the board of Lidds AB and Glactone Pharma AB, a board member of Abliva AB and Innotext AB, where he also serves as CEO, and deputy board member of Lidds Pharma AB.

Shareholding in Isofol:

Independence: Jan Törnell is independent in relation to the company and management, and independent in relation to major shareholders of the company.

More information on the board members proposed for re-election as board members is available on the company’s website, www.isofolmedical.com.

The nomination committee proposes that KPMG AB is re-elected as auditor for the company for the period until the end of the next annual general meeting. KPMG AB has informed the nomination committee that the authorised public accountant Jan Malm will be appointed auditor in charge if KPMG AB is re-elected as auditor.

Item 14 – Determination of procedure for appointment of the nomination committee

The nomination committee proposes that the general meeting resolve to adopt the following procedure for appointment of the nomination committee:

The chairman of the board shall annually and no later than 31 October, based on the share register of the company kept by Euroclear Sweden AB as of 30 September, contact the three largest shareholders in the company (in terms of votes) who shall each be entitled to appoint one member to the nomination committee. Should any of the three largest shareholders waive their right to appoint a member to the nomination committee, the next shareholder in line (in terms of votes) will be given the opportunity to appoint a member to the nomination committee until the nomination committee consists of at least three members. An additional member of the nomination committee may be appointed jointly by minority shareholders representing at least 10 per cent of the votes in the company based on the share register of the company kept by Euroclear Sweden AB or other reliable information. The chairman of the board shall not be a member of the nomination committee but shall normally be co-opted to the nomination committee’s meetings.

Chairman of the nomination committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder (in terms of votes) and may not be a board member.

The composition of the nomination committee and contact details shall be made public on the company’s website at least six months prior to the general meeting. A majority of the members of the nomination committee shall be independent in relation to the company and the company’s management. At least one member of the nomination committee shall be independent in relation to the shareholder controlling the largest number of votes in the company or group of shareholders cooperating in management of the company.

No fees shall be paid to the members of the nomination committee. The company shall reimburse reasonable expenditures that the nomination committee or its members may incur while performing their duties. The nomination committee is appointed for a term until a new nomination committee is appointed. The composition of the nomination committee may change if: (i) a member wishes to resign prematurely whereas a letter of resignation shall be sent to the chairman of the nomination committee, or if the chairman wishes to resign, a letter of resignation shall be sent to another member of the nomination committee, (ii) a nominating shareholder wishes to replace its appointed representative in the nomination committee with another person whereas such a request (containing the two relevant names) shall be sent to the chairman of the nomination committee (or in case the replacement regards the chairman, to another member of the nomination committee) with the reception of such request resulting in the execution of the request, (iii) a change of ownership in the company taking place before 1 January and resulting in a nominating shareholder no longer being one of the three largest shareholders entitled to appoint a representative to the nomination committee, whereas such a representative shall be deemed to have resigned automatically. Should a member of the nomination committee resign before the committee’s work has been fulfilled, the nomination committee shall appoint a new member in accordance with the above, based on a printout of the share register of the Company kept by Euroclear Sweden AB together with other reliable information as soon as possible after the member resigned. Any changes to the composition of the nomination committee shall immediately be published on the company’s website.

THE BOARD OF DIRECTORS’ PROPOSAL FOR ITEMS 9, 15, 16, 17 AND 18

Item 9 – Resolution regarding allocations of the company’s result pursuant to the adopted balance sheet

The board of directors proposes that the funds at the annual general meeting’s disposal, SEK 313,352,021, shall be carried forward and that no dividend shall be distributed to the shareholders.

Item 15 – Presentation of the remuneration report for approval

The board of directors proposes that the annual general meeting resolves to approve the remuneration report for the financial year 2021 that has been prepared by the board of directors.

Item 16 – Resolution on adoption of guidelines for executive remuneration

The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to the executive management to apply for the period until the end of the annual general meeting 2026.

Scope

The guidelines encompass the executive management of Isofol Medical AB (publ) and the board of directors insofar as remuneration not resolved by the general meeting is paid to board members. Executive management refers to the CEO, the deputy CEO and other members of the executive management. ”Other members of the executive management” refers to senior managers and managers reporting directly to the CEO. Managers who report directly to the CEO are in the company’s case Chief Medical Officer/ Chief Scientific Officer, Chief Financial Officer and Chief Commercial Officer.

The guidelines are forward-looking and shall apply to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines at the annual general meeting 2022. These guidelines do not apply to any remuneration resolved by a general meeting.

For employments governed by rules other than Swedish, remuneration may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

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

The company’s business strategy is to help extend life and improve the quality of life for cancer patients by offering the drug arfolitixorin globally by achieving the following objectives i) ensure the completion of the AGENT study in colorectal cancer, ii) ensure that we can apply for regulatory approval for arfolitixorin as soon as possible after the end of the study and that data satisfies the regulatory requirements, iii) establish a solid commercialisation plan for the successful launch of arfolitixorin, iv) assess strategic partnerships to maximise the potential and value of arfolitixorin, and v) investigate extended uses of arfolitixorin through life cycle activities.

A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. The total remuneration shall be on market terms, competitive, and linked to responsibility and authority.

Any cash-based remuneration under these guidelines shall also aim at promoting the company’s business strategy and long-term interests including sustainability.

Remuneration to executive management

Types of remuneration, etc.

The company shall offer a total compensation on market terms enabling recruitment and retainment of qualified executive management. Remunerations within the company shall be based on principles of achievement, competitiveness and reasonability.

The remuneration shall be on market terms and may consist of the following components: fixed cash remuneration, any variable cash remuneration in accordance with a separate agreement, pension benefits and other benefits. Additionally, the general meeting may resolve on long-term incentive programs such as share or share price-related remuneration, or incentive programs. Any such long-term incentive programs are resolved by the general meeting and are therefore not subject to these guidelines.

Fixed remuneration

The fixed remuneration consists of fixed cash remuneration and is reviewed annually. The fixed remuneration reflects the requirements for the position regarding competence, responsibility, complexity and in which way the executive position is expected to contribute to achievement of the business targets. Further, the fixed remuneration shall be individual and differentiated and reflect the pre-determined and achieved performance targets.

Variable remuneration

In addition to fixed remuneration, the CEO and other members of the executive management may, according to separate agreement, receive variable cash remuneration by satisfying pre-determined performance targets. Variable remuneration consists of an annual cash remuneration corresponding to no more than fifty (50) per cent of the total annual remuneration for the CEO and thirty-three (33) per cent for other members of the executive management.

The variable remuneration shall be linked to one or more predetermined and measurable criteria designed so as to promote the company’s business strategy and long-term interests, including its sustainability, by for example, being clearly linked to the business strategy or promote the executive’s long-term development. The criteria may be both financial and non-financial. The criteria may also consist of individually adapted quantitative or qualitative targets. The criteria connect the executive management to the company’s result and sustainability and thereby promote the implementation of the company’s business strategy, long-term interests and competitiveness. The criteria apply to one financial year at a time. Satisfaction of criteria for awarding variable remuneration is measured annually. In connection with this, it is determined how well the criteria are met. The remuneration committee is responsible for the evaluation as regards variable cash remuneration to the CEO. As regards variable cash remuneration to other members of the executive management, the CEO is responsible for the evaluation. Financial targets shall be measured based on the latest financial information disclosed by the company.

The board of directors shall be able to, in accordance with law or agreement and with the restrictions that may follow from it, fully or partially, recover variable remuneration distributed on incorrect grounds.

Pension

For the CEO, retirement benefits, including health insurance, are premium based and the premium shall not exceed thirty (30) per cent of the fixed annual cash remuneration. For other members of the executive management, retirements benefits, including health insurance, are premium based, unless the executive manager is subject to a defined benefit contribution plan in accordance with stipulations of a compulsory collective bargaining agreement. Premiums for premium based pensions shall not exceed thirty (30) per cent of the fixed annual cash remuneration. Variable remuneration shall not qualify for pension benefits.

Other benefits

Other benefits, such as may include car benefit, travel benefit and health insurance, are market-based and constitute a limited part of the total compensation. Premiums and other costs in connection with such benefits may in total amount to a maximum of ten (10) per cent of the fixed annual cash remuneration.

Termination of employment

If the CEO terminates his/her employment, a notice period of six (6) months apply. If the company terminates the CEO’s employment, a notice period of no more than six (6) months apply. If notice of termination of employment is made by the company, severance payment corresponding to no more than twelve (12) months’ salary may be awarded to the CEO with no deduction for remuneration received from new employment or assignment. The notice period for other members of the executive management is normally between three (3) to six (6) months. If notice of termination of employment is made by the company, a notice period of no more than six (6) months is applicable. No severance payments are agreed with other members of the executive management.

Remuneration to members of the board of directors

Board members are solely entitled to remuneration resolved by a general meeting. Under special circumstances, board members may be subject to remuneration based on services rendered within the board members respective field of expertise or competence provided that the service rendered is outside the scope of customary board assignments. For such services (including services provided by a board member through his/hers wholly owned company) market-based remuneration shall be disbursed provided that such services contribute to the implementation of the company’s business strategy and the preservation of the company’s long-term interests, including its sustainability. Such consultancy fee may, for respective board member, not exceed the yearly directors’ fee and shall be governed by a consultancy agreement approved by the board of directors (in accordance with the disqualification rules of the Swedish Companies Act (Sw. aktiebolagslagen)).

Salary and employment conditions for employees

In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate of the remuneration over time, in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee consisting of the chairman of the board of directors and two board members. The members of the remuneration committee shall be independent in relation to the company and the management. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting.

The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. Remuneration to the CEO is resolved within the framework of approved principles by the board of directors after preparation and recommendation by the remuneration committee. Remuneration to other senior executives is resolved by the CEO within the framework of established principles and after consultation with the remuneration committee. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Description of significant changes to the guidelines and how the views of shareholders’ have been taken into consideration

The remuneration committee has evaluated the application of the guidelines for executive remuneration resolved by the annual general meeting 2020 as well as the existing remuneration structure and remuneration levels. The remuneration committee has not received any points of view from any shareholders regarding the guidelines resolved by the annual general meeting 2020 when preparing its recommendation.

Thee remuneration committee and the board of directors have established that the current guidelines have functioned satisfactorily. The remuneration committee and the board of directors have therefore decided to submit a proposal to the annual general meeting 2022 which in all material aspects is identical to the guidelines approved by the annual general meeting 2020 but for the adjustment of the framework for the CEO’s and other members of the executive management retirement benefits, including health insurance, to no more than a maximum thirty (30) per cent of the fixed annual cash remuneration.

Item 17 – The board of directors’ proposal to change the articles of association

The board of directors consider it beneficial for shareholders, unable to attend a general meeting in person, to be able to attend by proxy or advance voting. The board of directors’ assessment is therefore that an option to attend general meetings by proxy or advance voting shall be incorporated in the articles of association. Furthermore, the articles of association should be amended to comply with the rules applicable to companies on a regulated market. In view of the above, the board of directors proposes that the annual general meeting resolve to change the articles of association as follows:

Provision The provision as it stands Proposed change
New provision12 § collection of proxy forms and advance voting ”The board of directors may collect proxy forms in accordance with the procedure stipulated in Chapter 7, Section 4, Pargraph 2 of the Swedish Companies Act (Sw. aktibolagslagen)The board of directors may, in advance of a general meeting, resolve that shareholders may exercise their voting rights by post prior to the general meeting.”
Outgoing provision9 § Matters at the annual general meeting, item 13 Establishing of guidelines for executive remuneration.

The board of directors, or any person appointed by the board of directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.

Item 18 – The board of directors’ proposal regarding authorisation for the board of directors to resolve on new issues

The board of directors proposes that the annual general meeting resolves to authorise the board of directors, for the period until the end of the next annual general meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new share issues of shares, warrants and/or convertibles.

The authorisation may be utilised for new issues of shares, warrants and/or convertibles corresponding to not more than ten (10) per cent of the registered share capital in the company at the time of the issue resolution. Issues may be made with provisions regarding contribution in cash, in kind or through set-off. The subscription price shall be on market terms and conditions.

Deviation from the shareholders preferential rights may be made in connection with the financing of the company’s research and development and future commercial expansion.

The reason for deviation from the shareholders preferential rights is to enable the company to raise capital in a time and cost-effective manner as well as to further diversify the shareholder base with mainly long-term investors for its clinical studies of arfolitixorin, supporting research and development, and future commercial preparation for market approval of arfolitixorin.

The board of directors, or any person appointed by the board of directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.

MISCELLANEOUS

Majority requirements

For valid resolutions in accordance with items 17 and 18 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.

Number of shares and votes

The number of shares and votes in the company amounts to 161,515,440 as of the day for the issuance of this notice. All shares are of the same share class.

Documentation etc.

The annual report, the audit report, the board of directors’ remuneration report and all other documentation for resolutions are available at the company’s office at Biotech Center, Arvid Wallgrens Backe 20, 5th floor, Gothenburg, Sweden and at the company´s website, www.isofolmedical.com no later than three weeks before the annual general meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

The nomination committee's proposal together with a reasoned opinion will in connection with the announcement of the notice be made available to the shareholders on the company's website, www.isofolmedical.com, and at the company's office at the above address.

In addition, the proposals are complete for each item in this notice.

Information at and before the annual general meeting

The board of directors and the CEO shall, if requested by a shareholder, and if the board of directors believe that it can be done without material harm to the company, at the annual general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and the company’s or subsidiaries financial situation and the company’s relation to other group companies.

Shareholders participation by voluntary advance voting may request such information in writing to Isofol Medical AB (publ), ”Annual general meeting 2022”, Att. Gustaf Albèrt, Arvid Wallgrens backe 20, SE-413 46 Gothenburg, Sweden, or by e-mail to arsstamma@isofolmedical.com, no later than Monday, May 9, 2022. The information will be made available at the company’s premises and www.isofolmedical.com on 14 May, 2022 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

Processing of personal data

For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

_____________________________

Gothenburg in April 2022
Isofol Medical AB (publ)
The board of directors

For further information, please contact

Isofol Medical AB (publ)
Pär-Ola Mannefred, Chairman of the Board
Phone: +46 705 12 70 17

Gustaf Albèrt, CFO
E-mail: gustaf.albert@isofolmedical.com
Phone: +46 709 16 83 02

The information was submitted for publication, through the agency of the contact person set out above, at 10:00 CEST on April 12, 2022.

About Isofol Medical AB (publ)

Isofol Medical AB (publ) is a clinical stage biotech company developing arfolitixorin to improve the efficacy of standard of care chemotherapy for advanced colorectal cancer by increasing tumor response and progression free survival. Isofol holds a worldwide exclusive license agreement with Merck KGaA, Darmstadt, Germany to develop and commercialize arfolitixorin for oncology indications. Isofol Medical AB (publ) is traded on the Nasdaq Stockholm.

www.isofolmedical.com

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