Active Biotech: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Active Biotech AB (publ) are invited to the Annual General Meeting of shareholders to be held on Tuesday, May 19, 2020, at 5 p.m. in the Company’s offices, Scheelevägen 22 in Lund, Sweden.

INFORMATION RELATING TO THE CORONA VIRUS
As a result of the Corona virus, Active Biotech kindly asks the shareholders not to participate in this years’ Annual General Meeting in person. Instead, Active Biotech encourages shareholders to carefully consider the possibility of participating in the meeting by way of proxy or advance voting (see below). Any questions to be raised by shareholders at the Meeting can be sent to the Company by e-mail to susanne.jonsson@activebiotech.com in advance of the Meeting. Written answers to the questions raised will be posted on the Company’s website after the Meeting.

ENTITLEMENT TO PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on Wednesday, May 13, 2020, and (ii) notify the Company of their intention to participate in the Meeting not later than on Wednesday, May 13, 2020.
     Shareholders who have trustee-registered their shares must register the shares in their own name to be entitled to participate in the Meeting. Such registration, which may be temporary, must be completed on Wednesday, May 13, 2020. Accordingly, shareholders must inform the trustee of this request in ample time prior to this date.
There are 145,236,480 shares and votes in Active Biotech. The Company holds no treasury shares.

NOTICE OF PARTICIPATION
Notice of participation in the Meeting can be made in writing to Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724, SE-220 07 Lund, Sweden, by telephone +46 (0)46-19 20 00 or by e-mail to susanne.jonsson@activebiotech.com. The notice shall include name, personal/corporate identity number, number of shares held, daytime telephone number and, if applicable, the number of advisors (not more than two) that will accompany the shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document indicating the authorized signatories of the legal entity shall be appended. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the Meeting. Proxy forms are provided at the Company’s website, www.activebiotech.com, and sent to shareholders that so request.

ADVANCE VOTING
The shareholders may exercise their voting rights at the Annual General Meeting by voting in advance. Active Biotech encourages all shareholders to use this opportunity in order to minimise the number of participants attending the Meeting in person and thus reduce the spread of the Corona virus.

A special form shall be used for advance voting. The form is available on Active Biotech’s website, www.activebiotech.com. A shareholder exercising its voting right through advance voting do not need to notify the Company of its attendance to the Meeting. The advance voting form is considered as the notification of attendance to the Meeting.

The completed voting form must be submitted to Active Biotech so it is received no later than Wednesday, May 13, 2020. The completed and signed form shall be sent to the postal address or e-mail address stated under the section "Notice of participation” above. If the shareholder is a legal entity or is voting in advance by proxy, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not qualify the advance vote with special instructions or conditions. If so, the vote is invalid. Further instructions and conditions is included in the form for advance voting.
PROPOSED AGENDA

1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda for the Meeting
6. Determination of whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Auditors’ Report, and the Consolidated Accounts and the Auditors’ Report for the Group
8. Resolution concerning the adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet
9. Resolution concerning the disposition of the Company’s results pursuant to the adopted Balance Sheet
10. Resolution on discharge from liability of the members of the Board of Directors and the CEO
11. Determination of the number of members and alternate members of the Board of Directors and the number of auditors and alternate auditors
12. Determination of fees payable to the Board of Directors and auditor
13. Election of the Board of Directors, Chairman of the Board and auditor

        a) re-election of Michael Shalmi,
        b) re-election of Uli Hacksell,
        c) re-election of Peter Thelin,
        d) new election of Axel Glasmacher,
        e) new election of Aleksandar Danilovski,
        f) new election of Elaine Sullivan,
        g) re-election of Michael Shalmi as Chairman of the Board, and
        h) re-election of KPMG AB as auditor of the Company.

14. Resolution concerning Election Committee
15. The Board of Director’s proposal regarding guidelines for remuneration of senior executives
16. The Board of Director’s proposal regarding amendment of the Articles of Association
17. The Board of Director’s proposal regarding implementation of a long-term performance-based incentive program for the Company’s employees
18. MGA Holding AB’s proposal regarding implementation of a long-term performance-based incentive program for Board members
19. The Board of Director’s proposal regarding share issue authorization
20. Closing of the Meeting

For full notice of Active Biotech's Annual General Meeting on May 19, including proposed resolutions, see attached PDF or www.activebiotech.com.

DOCUMENTATION, ETC.
The Annual Report and other supporting resolution documentation will be held available at the Company’s premises at Scheelevägen 22 in Lund, Sweden, and on the Company’s website, www.activebiotech.com, not later than three weeks prior to the Meeting. The documents will be sent to shareholders who request a copy and specify their postal address. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.

For information about the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Active Biotech’s corporate registration number is 556223-9227 and its registered office is in Lund, Sweden.

Lund, April 2020
The Board of Directors of Active Biotech AB (publ)

Attachment

• Notice of AGM_2020_(en)