Annual General Meeting 2019

Notice of Annual General Meeting in Sprint Bioscience AB (publ)

The shareholders of Sprint Bioscience AB (publ), reg. no. 556789-7557 with registered office in Stockholm, are hereby invited to the Annual General Meeting on Wednesday, May 15, 2019 at 16.00 at Novum, Hälsovägen 7, 141 57 Huddinge.

Right to participate in the General Meeting

Shareholders wishing to attend the General Meeting shall in part be entered in the share register maintained by Euroclear Sweden AB on Thursday, May 9, 2019, in part register with the company no later than Thursday, May 9, 2019.

Notification shall be made by letter to Sprint Bioscience AB (publ), Att: Annual General Meeting 2020, Novum, 141 57 Huddinge or by e-mail to info@sprintbioscience.com. When registering, name, personal/corporate identity number, shareholding, address, telephone number and information about any advisors (maximum two) and, where applicable, information about proxies must be stated.

Ombudsmen

Shareholders represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent for the legal entity must be attached. The power of attorney and any certificate of registration may not be older than one year, however, the power of attorney may be older if it is valid for a longer period of time, maximum five years. The original power of attorney and any certificate of registration should be sent to the company at the above address or by e-mail to the above e-mail address in good time before the meeting. A proxy form is available on the company's website, www.sprintbioscience.com, and will also be sent to shareholders who so request and who provide their postal address.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must temporarily re-register the shares in their own name in order to be entitled to participate in the meeting. Such registration must be completed at Euroclear Sweden AB on Thursday, May 7, 2020, which means that the shareholder must inform the nominee well in advance of this date. "

Number of shares and votes

As of the date of this notice, there are a total of 11,627,560 shares in the company, which entitle to a total of 11,627,560 votes in the company.

Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 and Section 57 of the Companies Act.

Proposal for the agenda

Opening of the meeting
Election of the Chairman of the General Meeting
Establishment and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Examination of whether the meeting has been duly convened
Presentation of the annual report and the auditors' report and, where applicable, the consolidated accounts and the consolidated accounts report
Decision
- on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
- on the appropriation of the company's profit or loss according to the adopted balance sheet
- on the discharge from liability of the members of the Board of Directors and the Managing Director
Determination of the number of members of the Board of Directors and auditors
Determination of board and audit fees
Election of the Board of Directors and, where applicable, auditors and any deputy auditors
Resolution on principles for the appointment of the nomination committee
Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
Closure of the meeting

Nomination Committee proposal points

Items 1 and 9 to 11 - Election of the Chairman of the General Meeting, determination of the number of members of the Board of Directors and auditors, determination of the remuneration of the Board of Directors and auditors, election of members of the Board of Directors and Chairman of the Board of Directors and election of auditors

The nomination committee proposes the following:

- Attorney Dain Hård Nevonen from Advokatfirman Vinge will be elected Chairman of the Annual General Meeting.

- Four board members (without alternates) shall be appointed.

- A fixed board fee of SEK 500,000 shall be determined for the period up to and including the end of the 2020 Annual General Meeting to be distributed as follows: the chairman shall receive SEK 200,000 and each of the other members elected by the general meeting who are not employed by the company shall receive SEK 100,000.

- Fees to the auditors, for the period until the end of the 2020 Annual General Meeting, shall be paid according to current account and approved invoice.

- For the period until the end of the next Annual General Meeting, it is proposed that the current Board members Rune Nordlander and Charlotta Liljebris be re-elected. Fredrik Lehman and Jan-Erik Nyström are proposed for re-election. It is proposed that Rune Nordlander be re-elected as Chairman of the Board. Karin Meyer and Ingemar Kihlström have declined re-election.

- It is proposed that Öhrlings PricewaterhouseCoopers AB ("PWC"PWC has indicated that Leonard Daun will continue to be the auditor in charge if re-elected.

Fredrik Lehmann, born 1976, holds a PhD in medicinal chemistry and has over 15 years of experience in drug development. He has previously worked at Pharmacia, Biovitrum, OT Chemistry and Recipharm, as well as starting and running a handful of companies in Life Science.

Jan-Erik Nyström, born in 1953, has more than 25 years of experience from leading positions in industrial pharmaceutical research including 21 years from AstraZeneca in roles as Head of Medicinal Chemistry and Head of Research for the Swedish research organization in CNS and Pain Control. Jan-Erik has many years of experience working in various management teams and boards. Since 2012 he works independently through his company Alveiro Life Science with various assignments in the Life Science sector.

Information on all Board members proposed for re-election and election is available in a separate document together with the other documents published ahead of the AGM on the Company's website.

Item 12 - Resolution on principles for appointment of nomination committee

The Nomination Committee proposes that the Annual General Meeting adopts the following principles for the appointment of the Nomination Committee and instructions regarding its work, which shall apply until the Annual General Meeting decides otherwise:

The Nomination Committee shall consist of the Chairman of the Board of Directors and one representative of each of the three largest shareholders based on the ownership in the company at the end of the third quarter of the financial year. Should any of the three largest shareholders refrain from appointing a representative to the Nomination Committee, the right shall pass to the shareholder who, after these three shareholders, has the largest shareholding in the company. The Chairman of the Board of Directors contacts the three largest shareholders in terms of voting rights based on shareholder statistics as of September 30, 2019, each of which appoints one member to form the Nomination Committee together with the Chairman of the Board of Directors. The member representing the largest shareholder shall be appointed as chairman and convener of the Nomination Committee, unless the Nomination Committee unanimously appoints another member.

If a shareholder who appointed a member of the Nomination Committee is no longer one of the three largest shareholders, the member appointed by that shareholder shall make his or her seat available and the shareholder who has become one of the three largest shareholders shall be entitled to appoint a representative to the Nomination Committee. However, unless there are special reasons, there shall be no change in the composition of the Nomination Committee if there is only a marginal change in ownership or if the change occurs later than three months before the Annual General Meeting. However, shareholders who have become one of the three largest shareholders as a result of a significant change in ownership later than three months before the meeting shall be entitled to appoint a representative who shall be entitled to take part in the work of the nomination committee and attend its meetings. In the event that a member leaves the nomination committee before its work is completed, the shareholder who appointed the member shall appoint a new member. If that shareholder is no longer one of the three largest shareholders, a new member shall be appointed in the order set out above. Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such member and appoint a new representative as a member of the Nomination Committee.

Changes in the composition of the nomination committee shall be announced immediately. The Nomination Committee's term of office runs until a new Nomination Committee is appointed. The Nomination Committee shall perform its duties in accordance with the Swedish Corporate Governance Code.

The Board's proposal points

Item 8 - Proposal for the appropriation of profits

The Board of Directors and the Managing Director propose that the company's result be carried forward and that no dividend be paid.

Item 13 - Resolution on authorization for the Board of Directors to resolve to issue shares, warrants and/or convertible bonds

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or more occasions and with or without deviation from the shareholders' preferential rights, to resolve to issue shares, warrants and/or convertible bonds until the Annual General Meeting 2020. The Board of Directors shall be authorized to decide that shares, warrants and convertibles shall be issued against cash payment or payment in kind or otherwise on the terms referred to in Chapter 2, Section 5, second paragraph, 1-3 and 5 of the Swedish Companies Act. 5, second paragraph 1-3 and 5 of the Swedish Companies Act or that shares, warrants and convertibles shall be subscribed for with right of set-off. The Board's decision to issue shares, warrants and convertibles may entail a total dilution of the number of shares and votes in the company by a maximum of 25% percent.

The reason for the right to deviate from the shareholders' preferential rights is to enable the Company to quickly and efficiently finance the acquisition of companies or parts of companies, to be able to quickly secure the capital requirements that the Company has for the business and to broaden the ownership of the Company with strategic and institutional investors.

The Board of Directors, or the person appointed by the Board of Directors, shall be authorized to make such minor adjustments to the resolutions of the General Meeting as may be required in connection with registration with the Swedish Companies Registration Office.

Majority requirements

A valid resolution under item 13 above requires the approval of at least two-thirds of both the votes cast and the shares represented at the general meeting.

Processing of personal data

For information on how your personal data is processed see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

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The financial statements and the auditor's report will be available at the company's address Sprint Bioscience AB (publ), Novum, Hälsovägen 7, 141 57 Huddinge, Sweden, and at www.sprintbioscience.com no later than three weeks prior to the general meeting and will be sent to shareholders who so request and who inform the company of their postal address.

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Stockholm in April 2019

Sprint Bioscience AB (publ)

The Board of Directors