To the shareholders of PCI Biotech Holding ASA

NOTICE OF ANNUAL GENERAL MEETING OF PCI BIOTECH HOLDING ASA

Notice is hereby served that the annual general meeting of PCI Biotech Holding ASA, reg.no.: 991 036 393 (the "Company") will be held on 24 May 2024 at 10:00 hours CEST at meeting room AnteNOR, 3rd floor, entrance 2A Oslo Cancer Cluster Innovation Park, Ullernchausséen 64, 0379 Oslo, Norway.

The general meeting will be opened by the chairperson of the board of directors, Hans Peter Bøhn, or a person appointed by the board of directors cf. Section 5-12 of the Norwegian Public Limited Liability Companies Act.

The following matters are on the agenda:

1.

Opening of the general meeting and

7.

Determination of remuneration to the

registration of attending shareholders

board of directors and the nomination

and proxies

committee

2.

Election of a chairperson for the

8.

Approval of remuneration to the

meeting and a person to co-sign the

auditor

minutes

9.

Advisory vote on the remuneration

3.

Approval of the notice and the agenda

report 2023 for salary and other

4.

Information about the Company's

remuneration to the executive

management

operations

10.

Board authorisation for capital

5.

Approval of the annual accounts and

increase by share issue in connection

the annual report, including the

with the Company's employee

statement regarding corporate

incentive program

governance, for the financial year

11.

Board authorisation to issue shares in

2023, and distribution of results for

2023 for the parent company PCI

connection with private placements

Biotech Holding ASA

***

6. Election of board of directors

The Company is a public limited company subject to the rules of the Norwegian Public Limited Liability Companies Act. As of the date of this notice, the Company has issued 37,326,390 shares, each of which represents one vote. The shares have equal rights in all other respects. The Company does not hold own shares as of the date of this notice.

Shareholders and proxy holders who wish to participate at the general meeting are requested to notify the Company of his/her participation by use of the attendance form attached hereto. Attendance can also be registered online via www.pcibiotech.no (with link to VPS Investor Services) or by sending the attached registration form to:

Nordea Bank Abp, Filial Norge, Issuer Services

Postboks 1166 Sentrum, NO-0107 Oslo

E-post: nis@nordea.com

Shareholders may participate at the general meeting electronically. The Company still encourages shareholders to cast votes or submit proxies with voting instructions in advance of the general meeting, as further described below. Shareholders who wish to participate electronically must notify the Company of this by e-mail to post@pcibiotech.com no later than 21 May 2024 at 16:00. Practical information for such participation will be provided to those it concerns before the general meeting.

Shareholders who cannot participate at the general meeting in person may authorise the chairperson of the board or another person to vote for their shares by using the proxy form attached hereto. The proxy form may be submitted electronically via VPS Investor Services, or to Nordea Bank, Issuer Services, or be delivered to the proxy holder and brought to the general meeting. The proxy must be in writing, dated, signed, and submitted no later than at the general meeting. If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy. Proxy forms, which are sent, are requested so that they are received no later than 22 May 2024, 16:00 (CEST). See the enclosed proxy form for further information on proxies.

Shareholders who cannot attend the general meeting may cast votes for each matter on the agenda in advance. Such advance votes must be cast electronically via the Company's website www.pcibiotech.com or VPS investor services. The deadline for casting advance votes is 22nd May 2024 at 16.00 hours (CEST). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn in the event of a shareholder attending the general meeting in person or by proxy.

Only those who are shareholders in the Company five working days prior to the general meeting, i.e. 15th May 2024, ("Registration Date"), have the right to participate and vote at the general meeting, cf. the Norwegian Public Limited Liability Companies Act § 5-2. A shareholder who wishes to participate and vote at the general meeting must be entered in the shareholder register (VPS) on the Registration Date or have reported and confirmed the acquisition as of the Registration Date. Shares acquired after the Registration Date do not give the right to participate and vote at the general meeting.

According to Section 1-8 of the Norwegian Public Limited Liability Companies Act, as well as regulations on intermediaries covered by Section 4-5 of the Norwegian Act on Central Securities Depositories and Securities Settlement etc. and related implementing regulations, the notice is sent to custodians who convey it to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes and registration. Custodians must according to section 5-3 of the Norwegian Public Limited Liability Companies Act, register this with the Company no later than 2 working days prior to the general meeting, i.e. on 22 May 2024. Decisions regarding voting rights for shareholders and proxy holders are made by the person opening the meeting, whose decisions may be reversed by the general meeting by a simple majority vote.

Shareholders cannot require that new matters are put on the agenda as the deadline for this has lapsed cf. the Norwegian Public Limited Liability Companies Act section 5-11 second sentence. Shareholders have the right to suggest resolutions in matters that are on the general meeting agenda, subject to the limitations of the Norwegian Public Limited Liability Companies Act. Shareholders have the right to be assisted by advisers, and may give one advisor the right to speak.

A shareholder may demand that board members and the chief executive officer provide available information at the general meeting about matters which may affect the assessment of items which have been presented to the shareholders for decision. The same applies to information regarding the Company's financial position and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.

This notice, other documents regarding matters to be discussed in the general meeting, including the documents to which this notice refers, as well as the Company's Articles of Association, are available on the Company's website www.pcibiotech.com. Shareholders may also contact the Company by mail, e-mail or telephone in order to request the documents in question on paper. Address: PCI Biotech Holding ASA, Oslo Cancer Cluster Innovation Park, Ullernchausséen 64, 0379 Oslo, Norway, e-mail:post@pcibiotech.no, telephone: +47 67 11 54 00.

The following documents will be available at www.pcibiotech.com:

  • This notice and the enclosed form for notice of attendance/proxy
  • The board of directors proposed resolutions for the Annual General Meeting for the items listed on the agenda
  • The recommendation of the Nomination Committee
  • The annual accounts and annual report for the financial year 2023, including the Corporate Governance Report for 2023
  • The guidelines for remuneration of Executive Management
  • Remuneration report 2023 for Executive Management

Oslo, 3 May 2024,

On behalf of the board of directors of PCI Biotech Holding ASA

Hans Peter Bøhn, Chair

Appendices: (1) Notice of attendance form and (2) Power of attorney form (see next page for both forms)

(1) NOTICE OF ATTENDANCE ANNUAL GENERAL MEETING 24 MAY 2024

Shareholders who wish to attend the Annual General Meeting of PCI Biotech Holding ASA to be held on 24 May 2024 are requested to fill in and return this notice of attendance to: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway or E-mail:nis@nordea.com. Attendance may also be registered electronically through VPS Investor Services. Shareholders are encouraged to send notification of attendance so that it is received by Nordea no later than 22 May 2024 at 16:00 hours (CEST). The undersigned wishes to attend the Annual General Meeting on 24 May 2024 at 10:00 hours (CEST).

Name of shareholder

Representative for a shareholder if a corporation

If the shareholder is a company, please attach documentation in the form of certificate of registration, or separate power of attorney.

DatePlaceShareholder's signature

(2) POWER OF ATTORNEY ANNUAL GENERAL MEETING 24 MAY 2024

Shareholders who do not return the form "NOTICE OF ATTENDANCE - ANNUAL GENERAL MEETING 24 May 2024", and instead wish to authorise another person to act on his or her behalf at the Annual General Meeting on 24 May 2024 must complete this power of attorney form and return it to: Nordea Bank Abp, Norwegian branch, Issuer Services, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, or E-mail:nis@nordea.com. Powers of attorney may also be registered electronically through VPS Investor Services. Shareholders are encouraged to send the power of attorney so that it is received by Nordea no later than 22 May 2024 at 16:00 hours (CEST). The undersigned hereby grants (please tick):

[

] The chairperson of the board, Hans Peter Bøhn, or the person he appoints, or

[

] Name of attorney (please use capital letters) ____________________________________

power of attorney to attend and vote for my/our shares at the Annual General Meeting of PCI Biotech Holding ASA to be held on 24 May 2024 at 10.00 hours (CEST). If the power of attorney form is submitted without stating the name of the attorney, the power of attorney will be deemed to have been given to the chairperson of the board Hans Peter Bøhn or the person the chairperson of the board appoints. Neither the Company nor the chairperson of the board (and whoever the chairperson of the board appoints) can be held responsible for any loss resulting from the proxy form not being received by the proxy in time. The Company and the chairperson of the board (and whoever the chairperson of the board appoints) are not responsible for ensuring that votes will be cast in accordance with the proxy form and have no responsibility in connection with cast of votes pursuant to the proxy form. The votes shall be cast in accordance with the instructions below. Please note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice, provided, however, that the attorney determines the voting to the extent proposals are put forward in addition to, instead of, or as adjustments to the proposals in the notice. If the voting instruction is unclear, the holder will exercise his power of attorney based on a for the holder reasonable assessment of the instruction. If such assessment is not possible, the holder may abstain from voting.

Item

In

Against Abstain

favour

2 Election of a chairperson of the meeting and a person to co-sign the minutes

3 Approval of the notice and the agenda of the meeting

5 Approval of the annual accounts and the annual report, including the statement regarding corporate governance, for the financial year 2023, and distribution of results for 2023 for the parent company PCI Biotech Holding ASA

6 Election of board of directors

  1. Re-electionof Hans Peter Bøhn (chair)
  2. Re-electionof Lars Viksmoen
  3. Re-electionof Hilde Furberg

7 Determination of remuneration to the board of directors and the nomination committee

8 Approval of remuneration to the auditor

9 Advisory vote on the remuneration report 2023 for salary and other remuneration to the executive management

10 Board authorisation for capital increase by share issue in connection with the Company's employee incentive program

11. Board authorisation to issue shares in connection with private placements

Name of shareholder

Representative for a shareholder if a corporation

Place

Date

Shareholder's signature

If the shareholder is a company, please attach documentation in the form of certificate of registration, or separate power of attorney, if applicable, to this power of attorney.

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PCI Biotech Holding ASA published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 08:08:07 UTC.