Proposal for SyntheticMRs Annual General Meeting

The owners Nortal Investment AB, Marcel Warntjes and Johan Sedihn representing approximately 44% of the votes have announced the following proposal to the company before the Annual General Meeting in SyntheticMR Monday, April 29, 2019;

- all Board members are re-elected, Jan Bertus Marten (Marcel) Warntjes, Johan Sedihn, Staffan Persson and Yvonne Mårtensson.

- new election of Yvonne Mårtensson to the chairman of the board, member of SyntheticMR's board since 2016.

- that remuneration to the Board of Directors shall amount to a total of SEK 750,000, of which SEK 300,000 to the Chairman of the Board and SEK 150,000 to other Board members.

- to introduce a nomination committee by the AGM instructing the chairman of the board to contact the three largest shareholders or the owner groups (herewith refers to both registered shareholders and nominee-registered shareholders) according to Euroclear Sweden AB's printing of the share register as of September 30, 2019. 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 co-opt the Chairman of the Board to the Nomination Committee if this is deemed desirable.

In the event that one of the three largest shareholders or owner groups does not wish to appoint such a representative, the fourth largest shareholder or the owner group shall be asked and so on until the nomination committee consists of three members (co-opted chairman not included). If several shareholders or owner groups refrain from their right to appoint a member to the nomination committee, no more than the ten largest shareholders or the owner groups need to be asked.

The majority of the members of the nomination committee shall be independent in relation to the company and the company management. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder in the company in terms of voting rights or group of shareholders in cooperation. The CEO or another person from the executive management shall not be a member of the Nomination Committee. Board members may be part of 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 major shareholders.

The Nomination Committee appoints the Chairman of the Group. The member representing the largest owner or owner group shall be appointed chairman unless the members of the nomination committee agree on another chairman. Any board member who has been appointed as a member of the nomination committee shall not chair the nomination committee.

The composition of the Nomination Committee shall be announced no later than six months before the Annual General Meeting 2020. 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 register as soon as possible after the member left his post. Changes in the composition of the Nomination Committee shall be made public immediately. No remuneration shall be paid to the members for their work in the Nomination Committee. If necessary, the company shall be able to reimburse reasonable costs for the work of the nomination committee and for external consultants who are deemed necessary by the nomination committee to enable the nomination committee to fulfill its task.

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.

Other proposals will be published in the notice to the Annual General Meeting, which is expected to be published at the end of March.

For additional information, please contact Staffan Persson, chairman of the board, SyntheticMR AB, +46 70 321 00 98.