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.

MINUTES FROM THE ANNUAL GENERAL MEETING IN IMMUNOVIA AB (PUBL), REG.NO. 556730-4299, ON 19 JUNE 2024 AT 10.00 A.M. IN LUND.

  1. OPENING OF THE MEETING
    Lawyer Ola Grahn opened the meeting on behalf of the board.
  2. ELECTION OF A CHAIRMAN FOR THE MEETING
    It was resolved to elect lawyer Ola Grahn as chairman for the meeting. The chairman should keep the minutes.
  3. PREPARATION AND APPROVAL OF VOTING LIST
    A list of present shareholders, proxies, advisors and other present persons in accordance with Schedule 1 was prepared.
    The above-mentioned list in accordance with Schedule 1 was approved as the voting list at the meeting.
  4. ELECTION OF ONE (1) OR TWO (2) PERSONS TO APPROVE THE MINUTES
    It was resolved that one person should approve the minutes. Annika Boström was elected as such person to approve the minutes.
  5. DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED
    It was noted that the notice to attend the annual general meeting, in accordance with the articles of association and the provisions of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), had been inserted in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 22 May 2024, that the notice to attend the annual general meeting had been available at the company's website since 21 May 2024, and that the advert regarding the notice to attend the annual general meeting had been inserted in Dagens Industri on 22 May 2024.
    The meeting was declared to be duly convened.
  6. APPROVAL OF THE AGENDA
    It was resolved to approve the agenda in accordance with the proposal from the board of directors as set out in the notice to attend the annual general meeting, Schedule 2.
  7. PRESENTATION OF THE ANNUAL REPORT AND THE AUDIT REPORT, AND THE CONSOLIDATED ANNUAL REPORT AND THE CONSOLIDATED AUDIT REPORT AS WELL AS THE STATEMENT BY THE AUDITOR ON THE COMPLIANCE OF THE APPLICABLE GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
    The annual report and the audit report and the consolidated annual report and the consolidated audit report for the financial year 2023 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, were presented.

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7. DECISION ON:

  1. APPROVAL OF THE PROFIT AND LOSS ACCOUNT AND BALANCE SHEET, AND THE CONSOLIDATED PROFIT AND LOSS STATEMENT AND THE CONSOLIDATED BALANCE SHEET

It was resolved to adopt the profit and loss account and the balance sheet, and the consolidated profit and loss statement and the consolidated balance sheet as stated in the above-mentioned annual report and consolidated annual report.

  1. APPROVAL OF ALLOCATIONS REGARDING THE COMPANY'S RESULT ACCORDING TO THE ADOPTED BALANCE SHEET

It was resolved, in accordance with the proposal from the board of directors as set out in the report from the board of directors in the annual report, that no dividends are paid and that the available funds of SEK 60,668,202 are carried forward to a new account.

C. WHETHER TO DISCHARGE THE DIRECTORS AND THE CEO FROM LIABILITY

It was resolved that the members of the board of directors and the CEO should be discharged from liability for the financial year 2023.

It was noted that the members of the board of directors and the CEO did not participate in the resolution regarding their own discharge from liability.

  1. DETERMINATION OF FEES FOR THE BOARD, COMMITTEES AND THE AUDITORS
    It was then resolved, in accordance with the proposal from the Nomination Committee, that board fees shall be paid with SEK 420,000 to the chairman of the board and that each of the other board members shall receive SEK 180,000. It was further resolved that remuneration for committee work shall be paid in the amount of SEK 25,000 to members of the Audit, Research and Remuneration Committees and in the amount of SEK 40,000 to the chairmen of the Audit, Research and Remuneration Committees. It was noted that travel expenses will be reimbursed in accordance with the company's policy.
    Lastly, it was resolved in accordance with the proposal from the Nomination Committee that the auditors' fees shall be paid in accordance with approved invoices.
  2. ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR
    The chairman noted that information on the proposed members of the board of directors and their other assignments can be found in the annual report and on the company's website.
    It was resolved in accordance with the proposal from the Nomination Committee that the board of directors shall be composed of six board members for the period up until the end of the next annual general meeting. It was further resolved to re-elect Peter Høngaard Andersen, Martin Møller, Hans Johansson, Michael Löfman, Melissa Farina and Valerie Bogdan-Powers as board members. Finally, it was resolved to re-elect Peter Høngaard Andersen as chairman of the board.
    It was resolved in accordance with the proposal from the Nomination Committee that one auditor with one deputy auditor shall be appointed for the period up until the end of the next annual general meeting. It was further resolved to re-elect the authorized public accountant Mats-Åke Andersson, HLB Auditoriet AB, as the auditor of the company, and to re-elect the authorized public accountant Martin Gustafsson, HLB Auditoriet AB, as the deputy auditor.

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  1. RESOLUTION ON APPROVAL OF THE REMUNERATION REPORT
    The remuneration report for the financial year 2023 was presented in accordance with Schedule 3.
    It was thereafter resolved to approve the remuneration report for the financial year 2023 in accordance with the proposal in Schedule 3.
  2. RESOLUTION ON GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
    The chairman presented the proposal from the board of directors on new guidelines for remuneration to senior executives in accordance with Schedule 4.
    It was thereafter resolved in accordance with the proposal in Schedule 4.
  3. RESOLUTION ON REDUCTION OF THE SHARE CAPITAL
    The chairman presented the proposal from the board of directors regarding reduction of the share capital in accordance with Schedule 5, as well as the auditor's statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act.
    It was thereafter resolved in accordance with the proposal in Schedule 5. It was noted that the resolution was unanimous.
  4. RESOLUTION ON AMENDMENT OF THE ARTICLES OF ASSOCIATION
    The chairman presented the proposal from the board of directors regarding resolution on amendment of the Articles of Association in accordance with Schedule 6.
    It was thereafter resolved in accordance with the proposal in Schedule 6. It was noted that the resolution was unanimous.
  5. RESOLUTION ON APPROVAL OF THE BOARD'S RESOLUTION ON A RIGHTS ISSUE OF UNITS
    The chairman presented the proposal from the board of directors regarding resolution on approval of the board of directors' resolution on a rights issue of units in accordance with Schedule 7.
    It was thereafter resolved in accordance with the proposal in Schedule 7.
  6. RESOLUTION ON AUTHORIZATION TO THE BOARD TO ISSUE SHARES AND WARRANTS TO GUARANTORS
    The chairman presented the proposal from the board of directors regarding resolution on authorization to the board to issue shares and warrants to guarantors in accordance with Schedule 8.
    It was thereafter resolved in accordance with the proposal in Schedule 8. It was noted that the resolution was supported by shareholders representing more than two-thirds of the votes cast as well as of all shares represented at the meeting.
  7. RESOLUTION ON AUTHORIZATION OF THE BOARD TO RESOLVE ON NEW ISSUE OF SHARES.
    The chairman presented the proposal from the board of directors regarding resolution on authorization of the board to resolve on new issue of shares in accordance with Schedule 9.

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It was thereafter resolved in accordance with the proposal in Schedule 9. It was noted that the resolution was unanimous.

17. CLOSING OF THE MEETING

The chairman declared the meeting closed.

____________________

(Signature page follows)

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In fidem:

Confirmed by:

Ola Grahn

Annika Boström

(Chairman)

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Schedule 2

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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.

NOTICE OF ANNUAL GENERAL MEETING IN IMMUNOVIA AB (PUBL)

The shareholders in Immunovia AB (publ), Reg. No. 556730-4299, are hereby invited to the Annual General Meeting ("AGM") to be held at The Spark, Scheeletorget 1, Medicon Village, in Lund on Wednesday 19 June 2024 at 10 a.m. CEST.

Right to participate and notice of participation

A shareholder who wishes to participate in the AGM must (i) be registered in the share register kept by Euroclear Sweden AB as of Tuesday 11 June 2024, and (ii) notify its intention to participate in the AGM no later than Thursday 13 June 2024, either by post to "Bolagsstämma", Immunovia AB, Scheelevägen 8, SE-223 63 Lund, Sweden, or via email to bolagsstamma@immunovia.com.The notice shall contain name and personal identity number or corporate registration number, address, telephone number, registered shareholding and number of attending assistants, if any (not more than 2).

Shareholders who have had their shares registered in the name of a trustee must, in order to be entitled to participate in the AGM, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called voting rights registration). The trustee must have completed the voting rights registration no later than as of Thursday 13 June 2024, which means that shareholders who wish such voting rights registration must inform the trustee of this well in advance of the said date.

Proxies etc.

Shareholders intending to participate by proxy must issue a written, signed, and dated power of attorney. 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 certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the 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 AGM. A template power of attorney is available at the company's website (www.immunovia.com) and will be sent by mail to the shareholders who request it and state their address.

Proposed agenda

  1. Opening of the meeting.
  2. Election of a chairman for the meeting.
  3. Preparation and approval of voting list.
  4. Election of one (1) or two (2) persons to approve the minutes.
  5. Determination of whether the meeting has been duly convened.
  6. Approval of the agenda.
  7. Presentation of the annual report and the audit report, and the consolidated annual report and the consolidated audit report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.
  8. Decision on:
    1. approval of the profit and loss account and balance sheet, and the consolidated profit and loss statement and the consolidated balance sheet.
    2. approval of allocations regarding the company's result according to the adopted balance sheet.
    3. whether to discharge the directors and the CEO from liability.
  9. Determination of fees for the board, committees and the auditors.
  10. Election of board members, chairman of the board and auditors.
  11. Resolution on approval of the remuneration report.
  12. Resolution on guidelines for remuneration to senior executives.
  13. Resolution on reduction of the share capital.
  1. Resolution on amendment of the Articles of Association.
  2. Resolution on approval of the board's resolution on a rights issue of units.
  3. Resolution on authorization to the board to issue shares and warrants to guarantors.
  4. Resolution on authorization of the board to resolve on new issue of shares.
  5. Closing of the meeting.

Proposed resolutions

§ 1 Election of a chairman for the meeting

The Nomination Committee for the 2024 AGM, that has consisted of its chairman Sara Ek (representing herself), Carl Borrebaeck (representing himself), Mats Leifland (representing Mats Ohlin) and Peter Høngaard Andersen in his capacity as chairman of the board, proposes that lawyer Ola Grahn should be elected as chairman for the meeting.

§ 7 b Approval of allocations regarding the company's result according to the adopted balance sheet

The board proposes that the company's result shall be allocated in accordance with the proposal set out in the annual report for 2023, i.e., that no dividends are paid, and that SEK 60,668,202 shall be carried forward to a new account.

§ 8 Determination of fees for the board, committees and the auditors

The Nomination Committee proposes that the chairman of the board shall receive SEK 420,000 (550,000) and each member of the board of directors who are not employed by the company shall receive SEK 180,000 (240,000). Remuneration for committee work is proposed to amount to SEK 25,000 (30,000) for members of the Audit, Science and Remuneration Committees and SEK 40,000 (50,000) for the chair of the Audit, Science and Remuneration Committees. Travel expenses will be reimbursed in accordance with company policy.

Lastly, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the auditor's fees are to be paid as per approved invoice.

§ 9 Election of board members, chairman of the board and auditors

The Nomination Committee proposes that the number of board members shall be six, that the board members Peter Høngaard Andersen, Martin Møller, Hans Johansson, Michael Löfman, Melissa Farina and Valerie Bogdan-Powers shall be re-elected as board members, and that Peter Høngaard Andersen shall be re-elected as chairman of the board.

More information concerning the board members proposed for re-election can be found on the company's website and in the annual report for 2023.

The Nomination Committee also proposes, in accordance with the recommendation from the Audit Committee, that one auditor with one deputy auditor shall be appointed, and that the authorized public accountant Mats-Åke Andersson, HLB Auditoriet AB, shall be re-elected as the auditor of the company, and that the authorized public accountant Martin Gustafsson, HLB Auditoriet AB, shall be re-elected as the deputy auditor.

§ 10 Resolution on approval of the remuneration report

The board proposes that the AGM resolves to approve the board's remuneration report for the financial year 2023.

§ 11 Resolution on guidelines for remuneration to senior executives

The board proposes, with amendments to the guidelines adopted by the annual general meeting 2023, that the AGM resolves to adopt the following guidelines for remuneration to senior executives.

Scope and applicability of the guidelines

These guidelines cover the members of Immunovia's group management (including the CEO). The guidelines also cover any remuneration to members of the board of directors, in addition to board remuneration.

The guidelines shall apply to remuneration agreed, and changes made to already agreed remuneration, after the adoption of the guidelines by the AGM. The guidelines do not apply to any remuneration resolved by the general meeting, such as, for example, remuneration to board members and share-based incentive programmes.

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

Immunovia is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. In short, Immunovia's business strategy includes developing and commercializing blood-based tests to detect proteins and antibodies that indicate that a high-risk individual has developed pancreatic cancer. For more information about the company's business strategy, please refer to Immunovia's latest annual report.

A prerequisite for the successful implementation of Immunovia's business strategy and safeguarding of Immunovia's long-term interests, including its sustainability, is that the company is able to recruit and retain senior executives with good competence and capacity to achieve set goals. To achieve this, Immunovia must be able to offer market-based and competitive remuneration, which these guidelines enable.

Long-termshare-based incentive programmes have been implemented in Immunovia. For a description of these incentive programmes, please refer to Immunovia's latest annual report. The share-based incentive programmes have been resolved by the general meeting and are therefore excluded from these guidelines.

Types of remuneration, etc.

Remuneration shall be on market terms as well as competitive and shall consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. The level of remuneration for individual executives shall be based on factors such as work tasks, skills, experience, position and performance. In addition - and irrespective of these guidelines - the general meeting may decide on, e.g. share and share price- related remuneration. Remuneration shall not be discriminatory on the basis of gender, ethnic background, national origin, age, disability or other irrelevant circumstances.

In the case of employments governed by rules other than Swedish rules, as far as pension and other benefits are concerned, appropriate adjustments may be made to comply with such mandatory rules or established local practice, taking into account as far as 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 salary shall be based on the individual's responsibility, competence, and performance. The fixed cash salary shall as a starting point be determined per calendar year with annual salary review.

Variable cash remuneration

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

The satisfaction of the criteria for awarding variable cash remuneration shall be measurable over a period of one or more years. The annual variable cash remuneration may amount to a maximum of 200 per cent of the fixed annual salary for the CEO and a maximum of 100 per cent of the fixed annual salary for other senior executives. The variable cash remuneration shall not qualify for pension benefits, save as required by mandatory collective bargaining agreements.

The variable cash remuneration shall be linked to one or more predetermined and measurable criteria which can be financial, such as revenue achieved or capital raised or non-financial, such as achievement of clinical milestones, securing reimbursement or completing a licensing transaction. The variable cash remuneration can be completely independent of non-financial criteria. By clearly and measurably linking the remuneration of the

senior executives to the financial and operational performance of the company, the objectives promote the realisation of Immunovia's business strategy, long-term interests and sustainability.

The extent to which the criteria for awarding variable cash remuneration have been satisfied shall be assessed and determined when the measurement period for fulfilment of the criteria for awarding variable cash remuneration has ended. The Remuneration Committee is responsible for such evaluation. The fulfilment of financial criteria shall be determined based on the most recent financial information published by Immunovia.

Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are made only on an individual basis either for the purpose of recruitment or retention of executives, or as compensation for extraordinary performance in addition to the person's regular duties. Such remuneration may not exceed an amount corresponding to 50 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the board on the basis of a proposal by the Remuneration Committee.

Pension benefits

Pension benefits, including health insurance, shall be defined contribution, to the extent that the executive is not covered by a defined benefit pension under mandatory collective bargaining agreements. Pension premiums for defined contribution pensions may amount to a maximum of 30 per cent of the fixed annual cash salary.

Other benefits

Other benefits may include, inter alia, life insurance and medical insurance. Premiums and other costs related to such benefits may not exceed in total 20 per cent of the fixed annual cash salary.

Termination of employment and severance pay

Senior executives shall be employed until further notice or for a fixed term. In case of termination by Immunovia, the notice period may not exceed 12 months. Severance pay, in addition to salary and other remuneration during the notice period, may not exceed an amount corresponding to the fixed cash monthly salary during 24 months. In case of termination by the senior executive, the notice period may not exceed 6 months, without entitlement to severance pay. In addition to fixed cash salary during the period of notice and severance pay, additional remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed senior executive is not entitled to severance pay for the period for which the non-compete undertaking applies. The remuneration shall be based on the fixed cash salary at the time of termination of employment and amount to a maximum of 60 per cent of the fixed annual cash salary at the time of termination of employment, subject to mandatory collective bargaining agreements, and be paid during the period of the non-competition undertaking, which shall be a maximum of 12 months following termination of employment.

Salary and employment conditions for employees

In the preparation of the board's proposal for these remuneration guidelines, the salary and employment conditions for Immunovia's employees have been taken into account by including information on the employees' total income, the components of the remuneration and the increase and growth rate 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.

Consultancy fees for members of the board of directors

To the extent a board member performs work on behalf of Immunovia, in addition to the board work, a market- based consultancy fee for such work may be paid to the board member or to a company controlled by the board member, provided that the services contribute to the implementation of Immunovia's business strategy and the safeguarding of Immunovia's long-term interests, including its sustainability.

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Immunovia AB published this content on 24 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2024 11:17:42 UTC.