Bifogade filer
The shareholders of SyntheticMR AB (publ), company registration number 556723-8877, are hereby invited to attend the Annual General Meeting on Wednesday 27 May 2026, at 18:00 CET at the company's premises at Storgatan 11 in Linköping.
Right to attend the Annual General Meeting
Shareholders who wish to attend the Annual General Meeting must:
- be registered as a shareholder in share register maintained by Euroclear Sweden AB on the record date, Tuesday 19 May 2026, and
- no later than Thursday 21 May 2026 at 16:00 CET notify the company of its and any assistants' (no more than two) intention to attend the Annual General Meeting by:
-
- e-mail to finance@syntheticmr.se (please state "Registration AGM SyntheticMR AB" in the subject line),
- post to SyntheticMR AB (publ), Storgatan 11, SE-582 23 Linköping (mark the envelope "Registration AGM SyntheticMR AB"), or
- telephone +46 70-327 61 99.
In the notification, shareholders must state their full name, civil registration number / corporate identity number, address, telephone number (daytime), the number of shares represented and any possible proxies, assistants and representatives participating. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, shall be appended to the notification.
Proxy, power of attorney, etc.
We encourage shareholders to coordinate with any representatives and contact the company regarding the same at the telephone number as set out above for the notification.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, however no more than five years. A copy of the original proxy and, where applicable, the registration certificate or other authorization documents, shall be submitted to the company by mail at the address set forth above and be at the company's disposal no later than on Thursday 21 May 2026. The original proxy and, where applicable, the registration certificate or other authorization documents, shall also be evidenced at the Annual General Meeting.
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 Annual General Meeting remotely.
Nominee-registered shares
Shareholders who have their shares registered with a nominee must, in order to have the right to participate in the Annual General Meeting, in addition to provide its notification to attend the Annual General Meeting as set out above, 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 19 May 2026, which means that shareholders must inform the nominee well in advance of this date.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of chair 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 was duly convened.
7. Presentation of the annual report and audit report for 2025.
8. Resolution on:
a) adoption of the income statement and the balance sheet for 2025,
b) allocations of the company's profit according to the adopted balance sheet for 2025, and
c) discharge from liability for the members of the board of directors and the managing director for 2025.
9. Determination of the number of board members and deputies.
10. Determination of the remuneration to be paid to the board of directors and the auditor.
11. Election of board members and deputies.
12. Election of auditor.
13. Resolution on nomination committee.
14. Conclusion of the Annual General Meeting.
Proposal from the nomination committee
The following persons have served on the Nomination Committee for the Annual General Meeting 2026: Elisabet Tunon, appointed by Swedia Invest AB (Chair of the Nomination Committee), Eric Tour, appointed by David Zetterlund, and Marcel Warntjes, appointed by Marcel Warntjes.
Motions
Item 2 Election of chair of the Annual General Meeting.
It is proposed that Gisli Hennermark is appointed as chair of the Annual General Meeting.
Item 9 Resolution on determination of the number of board members and deputies.
It is proposed that the board of directors shall consist of four board members and no deputies for the period until the end of the next Annual General Meeting.
Item 10 Resolution on determination of remuneration to the board of directors and auditor
It is proposed that the remuneration to the board of directors shall remain unchanged and be paid in the amount of SEK 150,000 to board members and SEK 350,000 to the chair of the board. The company is responsible for all board members' direct travel expenses. For board members residing outside Sweden, a travel fee of EUR 1,200 per physical board meeting is also paid.
Remuneration to the company's auditor is proposed to be paid in accordance with the current approved invoice.
Item 11 Election of the board of directors
It is proposed that the board of directors shall consist of four ordinary members and no deputies. Re-election is proposed for the board members Johanna Fälting, Gisli Hennermark, Ann-Christine Sundell, and Staffan Persson. Gisli Hennermark is proposed as Chair of the Board.
With regard to independence, the Nomination Committee makes the following assessment: Johanna Fälting, Staffan Persson, Gisli Hennermark, and Ann-Christine Sundell are considered independent in relation to the company and its management. Gisli Hennermark, Johanna Fälting, and Ann-Christine Sundell are considered independent in relation to shareholders holding more than ten percent of the total number of shares (major shareholders).
Item 12 Election of the auditor
Proposal for the re-election of the registered accounting firm Ernst & Young AB as auditors until the end of the next Annual General Meeting. Ernst & Young AB has announced that it intends that Clas Tegidius will continue to be the main auditor for SyntheticMR AB.
Item 13 Resolution on the Nomination Committee
It is proposed that the Annual General Meeting instruct the Chair of the Board to contact the three largest shareholders (including both directly registered shareholders and nominee-registered shareholders) according to the share register maintained by Euroclear Sweden AB as of September 30, 2026. Each such shareholder shall have the right to appoint one representative to serve as a member of the Nomination Committee for the period until a new Nomination Committee has been appointed in accordance with a mandate from the next Annual General Meeting. In addition, the members of the Nomination Committee shall have the right to co-opt the Chair of the Board to participate in the Nomination Committee if deemed appropriate.
If any of the three largest shareholders declines to appoint such a representative, the fourth largest shareholder shall be asked, and so on, until the Nomination Committee consists of three members (excluding any co-opted Chair of the Board). However, if several shareholders decline their right to appoint a member, no more than the ten largest shareholders need to be contacted.
A majority of the members of the Nomination Committee shall be independent in relation to the company and its executive management. At least one member shall be independent in relation to the largest shareholder in terms of voting rights. The CEO or any other member of executive management shall not be a member of the Nomination Committee. Board members may be included in the Nomination Committee but may not constitute a majority of its members. If more than one board member is included, no more than one of them may be dependent in relation to a major shareholder holding more than ten percent of the total number of shares.
The Nomination Committee shall appoint a Chair from within its members. The member representing the largest shareholder shall be appointed Chair unless the members agree otherwise.
The composition of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting 2027 on the company's website. If a member leaves the Nomination Committee before its work is completed and the Nomination Committee considers it necessary to appoint a replacement, a new member shall be appointed in accordance with the above principles, based on the share register from Euroclear Sweden AB as soon as possible after the member has left. Any change in the composition of the Nomination Committee shall be announced immediately. No remuneration shall be paid to members for their work on the Nomination Committee. The company shall, however, cover reasonable costs associated with the Nomination Committee's work when necessary.
The Nomination Committee shall submit proposals regarding the Chair and other members of the Board of Directors, as well as fees and other remuneration for each board member. The Nomination Committee shall also submit proposals regarding the election and remuneration of the auditor, the Chair of the Annual General Meeting, and principles for appointing the Nomination Committee ahead of the next Annual General Meeting.
Proposal for resolutions from the board of directors
Item 8 b Resolution on disposals of the company's profit according to the established balance sheet for 2025
The board of directors proposes to the Annual General Meeting that no dividend is paid. The capitalized funds of SEK 83,334,137, including the share premium reserve and retained earnings, are transferred in new accounts.
Number of shares and votes
Upon publication of this notice, the total number of shares and votes in the company amount to 89,332,027. The company does not hold any own shares.
Documents etc.
Copies of the annual report and the auditor's report regarding the financial year 2025 will be available no later than three weeks prior to the Annual General Meeting. The stated documents will be available on the company's website, https://syntheticmr.com/investors/corporate-governance/, at the company at its address at Storgatan 11, SE-582 23 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 Annual General Meeting, see above.
Shareholders are reminded of their right to request disclosure under Chapter 7, Section 32, of the Companies Act.
Personal data
The personal data collected from the share register, notification of participation in the Annual General Meeting and information about proxies and assistants will be used for registration, preparation of voting length for the Annual General Meeting 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 website of Euroclear Sweden AB: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Linköping April 2026
SyntheticMR AB (publ)