SANA : Minutes from the AGM 2024 (unofficial translation)

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 SHAREHOLDERS' MEETING HELD IN SANIONA AB, REG. NO. 556962- 5345, ON 29 MAY 2024 AT 16.30 P.M. IN MALMÖ.

1. OPENING OF THE MEETING
   Lawyer Ola Grahn opened the meeting on behalf of the board.
2. ELECTION OF CHAIRMAN OF THE MEETING
   It was resolved to elect lawyer Ola Grahn as chairman of the meeting. The chairman of the meeting should keep the minutes.
3. PREPARATION AND APPROVAL OF THE 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 of present shareholders, proxies, advisors and other present persons was approved as the voting list at the meeting.
4. 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.
5. ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES
   It was resolved that one person should verify the minutes. Annika Boström was elected as such person to verify the minutes.
6. CONSIDERATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED
   It was noted that the notice to attend the annual shareholders' 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 30 April 2024, that the notice to attend the annual shareholders' meeting has been available at the company's website since 26 April 2024, and that the advert regarding the notice to attend the annual shareholders' meeting had been inserted in Svenska Dagbladet on 30 April 2024.
   The meeting was declared to be duly convened.
7. PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR'S REPORT AND THE CONSOLIDATED ANNUAL REPORT AND CONSOLIDATED AUDIT REPORT AS WELL AS THE STATEMENT BY THE AUDITOR ON THE COMPLIANCE OF THE APPLICABLE GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
   The managing director Thomas Feldthus reported on the company's operations. The shareholders were given the opportunity to ask questions to the managing director regarding his report.
   The annual report and the auditor's report, the group annual report and the group auditor's report for the financial year 2023 as well as the auditor's report in accordance with Chapter 8,

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Section 54 of the Swedish Companies Act on whether the guidelines adopted by the annual shareholders' meeting regarding remuneration to the senior executives have been complied with, were presented.

In connection with the presentation of the accounting documents, Cecilia Andrén Dorselius from Öhrlings PricewaterhouseCoopers AB reported on the work of the auditors.

7. RESOLUTION ON

1. ADOPTION OF THE PROFIT AND LOSS STATEMENT AND BALANCE SHEET AND THE GROUP PROFIT AND LOSS STATEMENT AND THE GROUP BALANCE SHEET

It was resolved to adopt the profit and loss statement and the balance sheet, as well as the group profit and loss statement and the group balance sheet, as stated in the above presented annual report and group annual report.

1. ALLOCATION OF THE COMPANY'S LOSS IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET

It was resolved, in accordance with the proposal from the board of directors in the annual report, that no dividends are to be paid for the financial year 2023 and that available funds shall be carried forward to a new account.

(C) DISCHARGE OF LIABILITY OF THE DIRECTORS OF THE BOARD AND THE CEO

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

It was noted that the directors of the board and the managing director did not participate in the resolution regarding discharge from liability.

1. DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD AS WELL AS THE NUMBER OF AUDITORS AND DEPUTY AUDITORS
   The chairman of the Nomination Committee, Søren Skjærbæk, presented the work of the Nomination Committee and the Nomination Committee's proposals for the meeting.
   It was resolved in accordance with the proposal from the Nomination Committee that the board of directors shall be composed of five ordinary board members until the end of the next annual shareholders' meeting.
   It was furthermore resolved in accordance with the proposal from the Nomination Committee that one registered public accounting firm shall be appointed as accounting firm until the end of the next shareholders' meeting.
2. DETERMINATION OF REMUNERATION FOR THE BOARD MEMBERS AND THE AUDITORS
   It was resolved in accordance with the proposal from the Nomination Committee that board remuneration shall be paid with SEK 350,000 to the chairman of the board and with SEK 200,000 to each of the members of the board who are not employed by Saniona or any of its subsidiaries. Furthermore, it was resolved that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee, with SEK 50,000 to each of the other members of the Audit Committee and with SEK 30,000 to each member of the Remuneration Committee,

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provided that no remuneration for committee work shall be paid to members of the board, who are employed by Saniona or any of its subsidiaries.

It was finally resolved in accordance with the proposal from the Nomination Committee that remuneration to the auditor shall be paid in accordance with customary charging standards and approved invoice.

1. ELECTION OF MEMBERS OF THE BOARD, THE CHAIRMAN OF THE BOARD AND ACCOUNTING FIRM OR AUDITORS
   The chairman of the meeting noted that information on the proposed members of the board and their assignments can be found in the annual report and on the company's website, and regarding information about John Haurum in the Nomination Committee's complete proposal.
   It was resolved in accordance with the proposal from the Nomination Committee to re-elect Jørgen Drejer, Anna Ljung, Carl Johan Sundberg and Pierandrea Muglia as ordinary board members and to elect John Haurum as new ordinary board member. Furthermore, it was resolved to re-elect Jørgen Drejer as chairman of the board.
   It was finally resolved in accordance with the proposal from the Nomination Committee to re- elect Öhrlings PricewaterhouseCoopers AB as auditor. It was noted that Öhrlings PricewaterhouseCoopers AB had informed that Cecilia Andrén Dorselius will continue to be the auditor in charge.
2. RESOLUTION ON INSTRUCTION AND CHARTER FOR THE NOMINATION COMMITTEE
   The chairman of the meeting presented the proposal from the Nomination Committee regarding an instruction and charter for the Nomination Committee in accordance with Schedule 3.
   It was thereafter resolved in accordance with the proposal in Schedule 3.
3. RESOLUTION ON REMUNERATION OF THE NOMINATION COMMITTEE FOR WORK AHEAD OF THE ANNUAL SHAREHOLDERS' MEETING IN 2025
   It was resolved in accordance with the proposal from the Nomination Committee that remuneration shall be paid to the members of the Nomination Committee for the work up and until the annual shareholders' meeting to be held in 2025 with SEK 30,000 to each member, who is not also a board member.
4. RESOLUTION ON APPROVAL OF REMUNERATION REPORT
   The remuneration report for the financial year 2023 was presented in accordance with Schedule 4.
   It was thereafter resolved to approve the remuneration report for the financial year 2023 in accordance with the proposal in Schedule 4.
5. RESOLUTION ON GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
   The chairman of the meeting presented the proposal from the board of directors on guidelines for remuneration to senior executives in accordance with Schedule 5.
   It was thereafter resolved in accordance with the proposal in Schedule 5.

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1. RESOLUTION ON AUTHORIZATION FOR THE BOARD OF DIRECTORS REGARDING ISSUES
   The chairman of the meeting presented the proposal from the board of directors on authorization for the board of directors to resolve on new issues in accordance with Schedule 6.
   It was thereafter resolved to authorize the board of directors to resolve on new issues in accordance with the proposal in Schedule 6. It was noted that the resolution was unanimous.
2. RESOLUTION ON (A) EMPLOYEE OPTION PROGRAM; AND (B) DIRECTED ISSUE OF WARRANTS AND APPROVAL OF TRANSFER OF WARRANTS
   The chairman of the meeting presented the proposal from the board of directors on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants in accordance with Schedule 7.
   It was thereafter resolved on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants in accordance with the proposal in Schedule 7. It was noted that the resolution was supported by shareholders representing more than nine-tenths of the votes cast as well as of all shares represented at the meeting.
3. CLOSING OF THE MEETING

The chairman of the meeting declared the meeting closed.

	____________________
In fidem:	Confirmed by:

Ola Grahn

Annika Boström

(Chairman of the meeting)

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Schedule 2

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PRESS RELEASE

26 April 2024 10:00:00 CEST

Notice of Saniona AB annual shareholders' meeting

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.

The shareholders in Saniona AB, Reg. No. 556962-5345, are hereby invited to the annual shareholders' meeting (Sw. årsstämma) to be held on Wednesday 29 May 2024 at 16.30 (CEST) at the premises of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden.

Right to participate and notice of participation

Shareholders wishing to participate in the annual shareholders' meeting must:

• be registered in the company's share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Tuesday 21 May 2024; and
• no later than on Thursday 23 May 2024 notify the company in writing of their intention to participate in the annual shareholders' meeting to Saniona AB, Smedeland 26B, DK-2600 Glostrup, Denmark. Such notice can also be given by email to [e-mail]. The notice shall specify the shareholder's complete name, personal or company registration number, registered shareholding, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"), to be able to exercise their voting rights at the annual shareholders' meeting. Such voting rights registration must be implemented by the trustee no later than Thursday 23 May 2024. In advance of this date, shareholders must notify their trustee of their request of such voting rights registration.

Proxies etc.

In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the annual shareholders' meeting. 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 registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the annual shareholders' 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 annual shareholders' meeting. A template power of attorney can be found at the company's website (www.saniona.com) and will be sent to the shareholders who request it and state their addres.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Consideration as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report and the consolidated annual report and consolidated audit report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.
8. Resolution on

1. adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet,
2. allocation of the company's loss in accordance with the adopted balance sheet, and
3. discharge of liability of the directors of the board and the CEO.

1. Determination of the number of members of the board as well as the number of auditors and deputy auditors.
2. Determination of remuneration for the board members and the auditors.
3. Election of members of the board, the chairman of the board and accounting firm or auditors.
4. Resolution on instruction and charter for the Nomination Committee.
5. Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders' meeting in 2025.
6. Resolution on approval of remuneration report.
7. Resolution on guidelines for remuneration to senior executives.
8. Resolution on authorization for the board of directors regarding issues.
9. Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants.
10. Closing of the meeting.

Resolution proposals

Item 1: Election of chairman of the meeting

The Nomination Committee, consisting of John Haurum, representing Jørgen Drejer, Søren Skjærbæk, representing Dan Peters, and the chairman of the board, Jørgen Drejer, proposes that attorney Ola Grahn is elected as chairman of the annual shareholders' meeting.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Item 7 (b): Resolution on allocation of the company's loss in accordance with the adopted balance sheet

The board of directors proposes that no dividends are paid and that available funds are carried forward to a new account.

Item 8: Determination of the number of members of the board as well as the number of auditors and deputy auditors

The Nomination Committee proposes that the board of directors shall be composed of five ordinary board members until the end of the next annual shareholders' meeting.

The Nomination Committee further proposes that one registered accounting firm is appointed as auditor.

Item 9: Determination of remuneration for the board members and the auditors

The Nomination Committee proposes that board remuneration shall be paid with SEK 350,000 to the chairman of the board (unchanged compared to previous year) and with SEK 200,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries (unchanged compared to previous year). In addition, remuneration is proposed to be paid for committee work with SEK 100,000 to the chairman of the Audit Committee (unchanged compared to previous year), with SEK 50,000 to each of the other members of the Audit Committee (unchanged compared to previous year) and with SEK 30,000 to each member of the Remuneration Committee (unchanged compared to previous year), provided that no remuneration for committee work shall be paid to members of the board, who are employed by Saniona or any of its subsidiaries.

The Nomination Committee further proposes that remuneration to the auditor shall be paid in accordance with customary charging standards and approved invoice.

Item 10: Election of members of the board, the chairman of the board and accounting firm or auditors

The Nomination Committee proposes that Jørgen Drejer, Anna Ljung, Carl Johan Sundberg and Pierandrea Muglia are re-elected as ordinary board members, that John Haurum is elected as new ordinary board member, and that Jørgen Drejer is re-elected as chairman of the board.

John Haurum (born 1963), M.D., D.Phil., has an extensive operational, commercial and financial experience from the biotech industry, both in terms of managing early to mid-stage R&D, corporate development, business development and investor relationships. He was the CEO of F-star in Cambridge, UK (2012-2018), where he built a successful biotech company, that progressed several products into clinical development, and completed four high value BD transactions with partners such as BMS, AbbVie, Merck and Denali. Previously he was VP Research at ImClone Systems, New York (2010- 2012) and cofounder and Chief Scientific Officer of Symphogen A/S, Denmark (2000-2009). After graduating in Medicine in Aarhus Denmark 1992, John Haurum received a D.Phil. in Immunology from the Institute of Molecular Medicine, John Radcliffe Hospital, University of Oxford, England.

Currently, John Haurum is chairman of the board of five European biotech companies: ADCendo ApS (DK), Agomab Therapeutics N.V. (BE), CatalYm GmbH (DE), Solid Therapeutics ApS (DK) and Synklino A/S (DK).

Other current positions: Board member of MC2 Therapeutics A/S (DK) and Neophore Ltd. (UK). CEO of ARK Invest ApS (DK). Member of the management team (Dk. Direktion) in JSH Biotech ApS (DK).

John Haurum (partially through John Haurum controlled companies) and his wife hold a total of 1,045,151 shares and 82,300 warrants series TO 4 in Saniona. He is considered independent in relation to Saniona, its management and major shareholders.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

Information on the board members proposed for re-election can be found at the company's website and in the Annual Report (see www.saniona.com).

The Nomination Committee further proposes, in accordance with the recommendation from the Audit Committee, that Öhrlings PricewaterhouseCoopers AB is re-elected as accounting firm. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Cecilia Andrén Dorselius will continue be the auditor in charge.

Item 11: Resolution on instruction and charter for the Nomination Committee

The Nomination Committee proposes that a Nomination Committee shall be appointed before coming elections and remuneration, and that an instruction and charter for the Nomination Committee shall be adopted in accordance with the following substantial terms.

The Nomination Committee shall be comprised of three members which shall be the chairman of the board of directors and two members appointed by the two largest shareholders as of last September. The "two largest shareholders" refer to the ownership grouped registered or in any other way known shareholders as per the end of September. If any of these two largest shareholders refrain from appointing an owner representative, or if an owner representative resigns or relinquishes the position before the assignment is completed and the entitled shareholder does not appoint another representative, the chairman of the board of directors shall invite the next shareholder (i.e. first the third largest owner) to within a week of the request appoint an owner representative. The procedure shall continue until the Nomination Committee is composed of three members.

If a substantial change of ownership occurs no later than seven weeks before the annual shareholders' meeting, a new shareholder representative shall be appointed. The chairman of the board of directors shall then contact the one of the two largest shareholders without an owner representative and request such shareholder to appoint a representative. When such a representative has been appointed, such representative shall be a member of the Nomination Committee and replace the former member of the Nomination Committee who no longer represents one of the two largest shareholders.

The Nomination Committee's term shall run until such time as a new Nomination Committee has been elected.

Item 12: Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders' meeting in 2025

The Nomination Committee proposes that remuneration should be paid to the members of the Nomination Committee for the work up and until the annual shareholders' meeting to be held in 2025 with SEK 30,000 to each member, who is not also a board member.

Item 13: Resolution on approval of remuneration report

The board of directors proposes that the annual shareholders' meeting resolves to approve the board of directors' remuneration report for the financial year 2023.

Item 14: Resolution on guidelines for remuneration to senior executives

The board of directors proposes, with amendments to the guidelines adopted by the annual shareholders' meeting 2023, that the annual shareholders' meeting resolves to adopt the following guidelines for remuneration to senior executives.

Scope and applicability of the guidelines

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark

These guidelines comprise the persons who are part of Saniona's group management (including the CEO). The guidelines also encompass any remuneration to members of the board of directors, in addition to board remuneration.

These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual shareholders' meeting 2024. These guidelines do not apply to any remuneration resolved by the shareholders' meeting, such as e.g. board remuneration and share-based incentive programs.

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

Saniona is a clinical-stage biopharmaceutical company focused on the discovery and development of medicines modulating ion channels. In short, Saniona's business strategy includes proprietary development of product candidates for the treatment of epilepsy and other diseases of the central nervous system where there are large unmet medical needs, with the goal of obtaining market approval in the US and Europe. For more information about Saniona's business strategy, see Saniona's latest annual report.

A successful implementation of Saniona's business strategy and safeguarding of Saniona's long-term interests, including its sustainability, require that the company is able to recruit and retain highly competent senior executives with a capacity to achieve set goals. In order to achieve this, Saniona must offer a competitive total remuneration on market terms, which these guidelines enable.

Long-termshare-based incentive programs have been implemented in Saniona. For further information about these programs, see Saniona's latest annual report. The share-based incentive programs have been approved by the shareholders' meeting and are therefore not covered by these guidelines.

Types of remuneration, etc.

The remuneration shall be on market terms and be competitive and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. For the individual senior executive, the level of remuneration shall be based on factors such as work duties, expertise, position, responsibilities and performances. Additionally, the shareholders' meeting may - irrespective of these guidelines - resolve on, e.g. share and share price-related remuneration.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, considering, to the extent 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 cash salary shall as a starting point be determined per calendar year with salary revision on an annual basis.

Variable cash remuneration

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

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. Any variable cash remuneration may not exceed 50 per cent of the fixed annual cash salary. Variable cash remuneration shall not qualify for pension benefits, save as required by mandatory collective bargaining agreements.

Saniona AB (publ)	Email: [e-mail]
Smedeland 26B	Web: saniona.com
DK-2600 Glostrup
Denmark