Notice to attend the annual general meeting of SyntheticMR AB (publ)

The shareholders of SyntheticMR AB (publ) corporate id. No. 556723-8877 are hereby called to attend the Annual General Meeting (AGM) on Tuesday, May 5, 2020, at 18.00 at the company's premises, Storgatan 11, Linköping.
 

Participation

Shareholders who wish to attend the AGM must:

• be registered as a shareholder in share register maintained by Euroclear Sweden AB on Tuesday, April 28, 2020, and

• notify its intention to attend the Annual General Meeting to SyntheticMR at the latest Tuesday, April 28, 2020.

- By e-mail to info@syntheticmr.se (please state "Registration AGM SyntheticMR AB"),

- By mail to SyntheticMR AB, Storgatan 11, 582 23 Linköping (mark the envelope "Registration AGM SyntheticMR AB"), or

- By phone 070-619 21 00.

When registering, shareholders must state their name, civil registration number / corporate identity number, address, telephone number (daytime), the number of shares represented and any possible proxies and assistants to participate.

Proxy, power of attorney, etc.

In the light of the authorities' prescriptions, we recommend that all shareholders carefully consider the possibility of using the option of proxy and voting instructions to a special representative instead of physically attending the meeting. We encourage shareholders to coordinate the representatives and contact SyntheticMR on the same telephone number as at the notification.

Written proxy form, certificate of registration and other equivalent legitimacy documents should be sent in original to the company in good time before the AGM.

Proxy form is available for download at www.syntheticmr.com. When ordering a power of attorney form, the same address and telephone number as the registration apply. The shareholders cannot vote or otherwise participate in the AGM remotely.

Due to current circumstances, CEO Ulrik Harrysson will not attend in person, but will participate via link.

Nominee-registered shares

Shareholders who have their shares registered with a nominee must, in order to have the right to participate in the AGM, request to be temporarily included in the share register at Euroclear Sweden AB in their own name. Such registration, so-called voting registration, must be completed no later than Tuesday, April 28, which means that shareholders must inform the nominee well in advance of this date.

Proposed agenda

1. Opening of the AGM.

2. Election of Chairman of the Meeting.

3. Preparation and approval of voting list.

4. Election of one or two persons to verify minutes.

5. Approval of agenda.

6. Determination of whether the meeting has been duly convened.

7. Presentation of the Annual Report and Audit Report for 2019.

8. Statement by the Managing Director.

9. Resolution on

   a) adoption of the income statement and the balance sheet for 2019.

   b) allocations of the company's profit according to the adopted balance sheet for 2019.

   c) discharge from liability for the members of the Board of Directors and the CEO for 2019.

   d) record date for distribution of dividends.

10. Determination of the number of board members and deputies.

11. Determination of the remuneration to be paid to the board and the auditor.

12. Election of Board members and deputies.

13. Election of auditor.

14. Decision on nomination committee.

15. Conclusion of the Annual General Meeting.

Proposal from the Nomination Committee

The Nomination Committee has included Staffan Persson (Nortal Investments AB), Magnus Ingmarsson (Marcel Warntjes) and Suzanne Sandler (Svenska Handelsbanken Fonder, Chairman of the Nomination Committee).

Motions

Item 2               Election of Chairman of the Meeting.

It is proposed that the Chairman of the Board Johan Sedihn be appointed Chairman of the Meeting.

Item 10            Decision on determining the number of board members and deputies.

It is proposed that the Board shall consist of four Board members and no deputies for the period until the end of the next Annual General Meeting

Item 11             Decision on determination of Board fees and auditor fees

It is proposed that fees to the Board shall be paid in total SEK 675,000, of which SEK 375,000 to the Chairman of the Board and SEK 150,000 to other Board members who are not employees or consultants in the company.

Remuneration to the company's auditor is proposed to be paid in accordance with the current approved account.

Item 12            Election of Board Members

It is proposed that the Board shall consist of four ordinary members and no deputies. New election is proposed of Petra Apell and re-election shall be made of Board members Staffan Persson, Johan Sedihn and Jan Bertus Marten Warntjes. Johan Sedihn is elected Chairman of the Board.

                          Petra Apell, born in 1970, has more than 20 years of experience from leading positions in fast-growing                           healthcare companies, including smaller companies that have developed and commercialized                                           innovative technical customer solutions. For example, she started and led Orzone AB, a company that                             offers software and hardware products for medical education. She is currently an active board                                         member of Ten Medical Design AB (10MD), a company she founded on her own innovation of                                         radiation-protective fabric materials. Petra's broad background includes extensive experience from                                 product development and management, as well as marketing and sales from companies such as                                     Johnson & Johnson, XVIVO Perfusion, Mentice and Ortoma.

Item 13            Election of auditor

Proposal for the re-election of the registered accounting firm BDO Mälardalen AB as auditor until the end of the next Annual General Meeting. BDO Mälardalen AB has announced that it intends that Jörgen Lövgren will continue to be the main auditor for SyntheticMR AB.

Item 14            Decision on Nomination Committee

It is proposed that the Annual General Meeting instruct the Chairman of the Board to contact the three largest shareholders (hereby both registered shareholders and nominee-registered shareholders) in accordance with Euroclear Sweden AB's printout of the share register as of September 30, 2020. Each such shareholder or group of shareholders shall appoint a representative to be member of the nomination committee for the period until the new nomination committee has been appointed according to the mandate from the next annual general meeting. In addition, the members of the Nomination Committee shall have the right to deputize the Chairman of the Board to the Nomination Committee, if deemed desirable.

In the event that one of the three largest shareholders dos not wish to appoint such a representative, the fourth largest shareholder shall be asked and so on until the Nomination Committee consists of three members (Deputy Chairman of the Board not included). However, if several shareholders waive their right to appoint a member to the Nomination Committee, no more than the ten largest shareholders need to be asked.

The majority of the members of the nomination committee must be independent in relation to the company and the company management. At least one of the Nomination Committee's members must be independent in relation to the largest shareholder in the company in terms of voting rights. The CEO or other person from the company management should not be a member of the nomination committee. Board members may be included in the Nomination Committee but shall not constitute a majority of its members. If more than one board member is a member of the nomination committee, at most one of them may be dependent on the company's shareholders, which represents more than ten percent of the total number of shares.

The Nomination Committee appoints the chairman of the group. The member representing the largest owner shall be appointed chairman unless the members of the nomination committee agree otherwise.

The composition of the nomination committee must be announced no later than six months before the 2021 AGM on the company's website. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member according to the principles above, but based on Euroclear Sweden AB's printing of the share book as soon as possible after the member has left his position. Changes in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members for their work in the Nomination Committee. If necessary, the company should be able to bear reasonable costs for the work of the nomination committee.

The Nomination Committee shall submit proposals to the Chairman and other members of the Board as well as fees and other remuneration for Board assignments to each of the Board members. The Nomination Committee shall also submit proposals for the election and remuneration of the auditor, the Chairman of the Annual General Meeting and principles for the appointment of the Nomination Committee for the next Annual General Meeting.

Proposal for resolutions from the Board of Directors

Item 9 b            Decision on disposals of the company's profit according to the established balance sheet for 2019

The Board of Directors proposes a dividend to the shareholders of SEK 1.50 per share. This gives a total dividend of SEK 6,060,117 divided on all shares in the company. The remaining capitalized funds of SEK 30,766,834, including the share premium reserve and retained earnings, are transferred in new accounts.

Item 9 d            Decision on record date for distribution of divident

The record date for the proposed dividend is Monday, October 5, 2020. If the AGM decides in accordance with the proposal, the dividend is expected to be sent out by Euroclear Sweden AB's on Thursday, October 8, 2020.

Personal data

The personal data collected from the share register, notification of participation in the AGM and information about proxies and assistants will be used for registration, preparation of voting length for the AGM and, where applicable, minutes of the meeting. For information on how your personal data is processed, please refer to the privacy policy available on the Euroclear website:

www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

Documents etc.

Upon publication of this notice, the total number of shares and votes in the company amounts to 4,040,078.

The annual report and the auditor's report regarding the financial year 2019 and the Board's statement in accordance with Chapter 18 § 4 of the Swedish Companies Act will be available no later than April 8, 2020.

The stated documents will be available on the Company's website, http://www.syntheticmr.com/investors/corporate-goverance/ , at the Company at Storgatan 11, Linköping and will be sent to the shareholders who request it and state their postal or email address. To order the documents, the same address, e-mail address and telephone number can be used as for registration to the AGM, see above.

Shareholders are reminded of their right to request disclosure under Chapter 7. Section 32 of the Companies Act.

Stockholm April 2020

SyntheticMR AB (publ)

For additional information, please contact Ulrik Harrysson, CEO, SyntheticMR AB, +46 70 529 29 87 or Johanna Norén, Interim CFO, SyntheticMR AB, +46 70 619 21 00

SyntheticMR AB develops and markets innovative software solutions for Magnetic Resonance Imaging (MRI). SyntheticMR AB product SyMRI® delivers multiple contrast images and quantitative data from a single 6-minute scan – to improve patient throughput and objective decision support for clinicians. SyMRI is CE-marked and FDA 510(k) cleared. SyMRI is a registered trademark in Europe and in the USA. SyntheticMR is listed on the Spotlight Stock Market in Stockholm, Sweden. For additional information, please visit www.syntheticmr.com.