CALL FOR ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING OF ABILITY PHARMA: JUNE 29 AND 30, 2023

CALL FOR ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
JUNE 29 AND 30, 2023

The Board of Directors of ABILITY PHARMACEUTICALS, S.A. (the “Company”), at its session dated May 29, 2023, resolved to call the Ordinary and Extraordinary General Shareholders’ Meeting of the Company to be held exclusively by telematic means on June 29, 2023, at 12.00 noon on first call, and on second call, the following day, June 30, 2023, at the same time, according to the following:


AGENDA

Items on the agenda of the Ordinary Meeting:

1º. Examination and approval, where appropriate, of the Annual Accounts for the financial year started on January 1, 2022 and ended on December 31, 2022.

2º. Allocation of results (profit/losses) for the financial year started on January 1, 2022 and ended on December 31, 2022.

3º. Examination and approval, if applicable, of the management and actions of the Board of Directors during the financial year started on January 1, 2022 and ended on December 31, 2022.

Items on the agenda of the Extraordinary Meeting:

4 º. Update and follow-up of the Financing Round.

5 º. Ratification of Terms Sheets and convertible loans.

6 º. Offer all shareholders participation in the Financing Round.

7º. Revocation of the appointment of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación (IBERCLEAR) as the entity in charge of keeping the accounting book of the shares representing the share capital.


8º. Amendment of articles 6 (proof of shares ownership) and 24.2 (exercise of the right of the shareholders to attend the meeting) of the Company’s By-laws, regarding the proof of shares ownership.



Items on the agenda common to the Ordinary Meeting and the Extraordinary Meeting:

9º. Delegation of powers to the Executive President.

10º. Reading and approval, where appropriate, of the Minutes.

In accordance with the provisions of Article 25 of the Company’s By-laws, the Meeting shall be attended exclusively by telematic means. For this purpose, a link is enabled through an online videoconference service platform. The electronic access data and password and other access instructions are communicated to the shareholders by individual email.


Supplementary notice: In accordance with the provisions of article 172.1 of the Capital Companies Law and article 19.2 of the Company’s By-laws, shareholders representing at least five percent (5%) of the share capital may request the publication of a supplementary notice of the general meeting, including one or more additional items on the agenda. This right must be exercised by means of reliable notification that must be received at the address of ABILITY PHARMACEUTICALS, S.A. located at 08290 - Cerdanyola del Vallès (Barcelona), Avinguda Parc Tecnològic, nº 3, Center d'Empreses de Noves Tecnologies, Parc Tecnològic del Vallès, within five (5) days following the publication of this call on the corporate website.


Right to information: In accordance with the provisions of article 197.1 of the Capital Companies Law, until the seventh day prior to the day scheduled for the meeting, shareholders may ask directors to provide any information or clarification they deem necessary regarding the items on the agenda, or submit in writing the questions they consider appropriate, without prejudice to their right to do so during the General Meeting.


Documentation: In accordance with the provisions of article 272.2 of the Capital Companies Law, as of the call of the General Meeting, any shareholder may obtain from the company, immediately and free of charge, the documents that must be submitted to the general meeting for approval, as well as, where appropriate, the auditor's report.


Furthermore, in accordance with the provisions of article 287 of the Capital Companies Law, all shareholders have the right to examine at the Company’s registered office the full text of the proposed statutory amendments, and the reports thereon; and, where appropriate, the reports of the Board of Directors referring to those proposals for agreements relating to the items on the Agenda that require said report, as well as to request the free delivery of said documents. Shareholders may also consult at the Company's registered office the full text of the aforementioned documents and the full text of the proposals for agreements relating to all items on the Agenda of the General Meeting.



Right of attendance and representation: In accordance with the provisions of article 24 of the By-laws, the shareholders whose shares are registered in their name at least five (5) days before the date of the meeting have the right to attend the meeting personally or by a proxy.



Shareholders who do not personally attend the General Meeting may be represented by another person, shareholder or not, complying with the requirements and formalities required by the Company’s By-laws and the Capital Companies Law.

Publication of the call: Shareholders are informed that in accordance with article 173 of the Capital Companies Law and article 19 of the Company's By-laws, this call is published on the Company's website, https://www.abilitypharma.com.



Remote voting: In accordance with article 189 of the Capital Companies Law and article 24.5 of the Company’s By-laws, shareholders with the right to attend may remotely cast their vote on the proposals relating to items included on the Agenda by postal mail addressed to the "Shareholder attention" and sent to the Company’s office located at 08290 - Cerdanyola del Vallès (Barcelona), Avinguda Parc Tecnològic, nº 3, Center d'Empreses de Noves Tecnologies, Parc Tecnològic del Vallès, or by e-mail to cdomenech@abilitypharma.com, proving their identity by means of a photocopy of their National Identity Document or Passport and, in the case of legal persons, by a document duly proving their representation. Votes cast by means of remote communication must be received by the Company within twenty-four (24) hours prior to the holding of the meeting.

Sgd.: José Manuel Valadés Venys
Secretary of the Board of Directors:
ABILITY PHARMACEUTICALS, S.A.


Barcelona, May 29, 2023.