Registration and Notification 
Shareholders who wish to participate in the meeting must: 

• be registered in the share register maintained by Euroclear Sweden AB as of Wednesday, 9 July 2025; and 
• notify their intention to attend the meeting no later than Friday, 11 July 2025 by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope “EGM Chordate”), by telephone at +46 (0)8-400 115 46, or by email to niklas.lindecrantz@chordate.com. 

Shareholders whose shares are nominee-registered through a bank or other manager must, in addition to giving notice of attendance, register their shares in their own name to be entitled to participate in the meeting. Such registration may be temporary (so-called “voting rights registration”) and must be completed by the record date on 9 July 2025. Shareholders should request that their nominee perform such registration well in advance, in accordance with the nominee’s procedures. Voting rights registrations made by the nominee no later than 11 July 2025 will be considered in the preparation of the share register. 

Proxies 
Shareholders who wish to participate via proxy must submit a written, dated proxy signed by the shareholder to the company by mail to Chordate Medical Holding AB (publ), c/o Kista Science Tower, Floor 31, Färögatan 33, 164 51 Kista, Sweden. Proxy forms are available on the company’s website, www.chordate.com. If the shareholder is a legal entity, a certificate of registration or other authorization document must be attached. 

Proposed Agenda 

1. Opening of the meeting 
2. Election of Chairman of the meeting 
3. Preparation and approval of the voting list 
4. Election of one or two persons to verify the minutes 
5. Determination of whether the meeting has been duly convened 
6. Approval of the agenda 
7. Resolution to approve the Board of Directors' decision on a directed new issue 
8. Closing of the meeting 

Proposals for Resolutions 

Item 7 – Resolution to approve the Board of Directors' decision on a directed new issue 
The Board of Directors proposes that the Extraordinary General Meeting resolve to approve the Board’s decision of 30 June 2025 on a directed new issue of not more than 637,500 preference shares, resulting in an increase of the share capital by not more than SEK 2,550,000. The resolution shall otherwise be governed by the following terms: 

1. The right to subscribe for the new shares shall accrue to Sifonen AB, Tommy Hedberg with related parties, and Caroline Brandberg with related parties. The reasons for the deviation from the shareholders’ preferential rights are the Board’s overall assessment, in which the possibility of raising capital through a rights issue has been considered. However, the Board has concluded that a rights issue at this time would entail excessive costs for the company and thus an excessive financial burden. Furthermore, a rights issue carries the risk of not being fully subscribed, meaning that the costs may further exceed what is proportionate to the expected issue proceeds. It is especially noted that in February 2025 the company announced the outcome of a rights issue which was only subscribed to just over 60 percent with preferential rights, whereby guarantee undertakings, for which the company paid compensation, had to be fulfilled. In addition, the Board assesses that a rights issue would likely have needed to be carried out at a discount to the current market price, which would not have been possible given the quota value of the share. The directed issue will be carried out at a premium to the market price, which is more favorable for the Company as well as its shareholders. The Directed Issue is expected to strengthen the company’s ability to carry out the final step of the strategic plan involving the sale of the business to an external party, which the Board considers would be advantageous for both the company and its shareholders.
2. A subscription price of SEK 4 shall be paid for each share, corresponding to the share’s par value. The subscription price represents a premium of 60 percent compared to the closing price on Nasdaq First North Growth Market on 30 June 2025 (2.50 SEK), and a premium of 7.53 percent to the volume-weighted average price (VWAP) over the last 20 trading days (SEK 3.72) prior to 30 June 2025. Since the subscription price, set at par value, is above both the closing and VWAP prices, the Board considers the price to be market-based and not granting any undue benefit to the subscribers. 
3. The share premium shall be allocated to the unrestricted share premium reserve. 
4. Subscription of the new shares shall be made within one week from the date of the meeting’s approval of the issue resolution. Payment shall be made within one week from subscription. 
5. The Board shall be entitled to extend the subscription and payment period. 
6. The new shares shall carry entitlement to dividends from the first record date for dividends following their registration with Euroclear Sweden AB. 
7. The preference shares shall be subject to redemption conditions. 
8. The Board of Directors, or the person appointed by the Board, is authorized to make minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office (Bolagsverket). 

Since the resolution partly relates to parties covered by Chapter 16 of the Swedish Companies Act (the so-called “LEO Law”), the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting to be valid. 

Other Information 
The Board of Directors and the CEO shall, if any shareholder so requests and the Board deems it possible without significant harm to the company, provide information regarding circumstances that may affect the assessment of any matter on the agenda. 

Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act will be available on the company’s website, www.chordate.com, no later than two weeks prior to the meeting and will be sent to shareholders who request them and provide their address. 

For processing of personal data, please refer to the privacy policy available via the following link: 
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf 
_____________________ 
Chordate Medical Holding AB (publ) 
the board of directors 

Registration and notification
Shareholders who wish to participate at the general meeting must

• be recorded in the share register kept by Euroclear Sweden AB on Tuesday 13 May 2025, and
• give notice of their intention to participate at the general meeting no later than Thursday 15 May 2025 by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden (please mark the envelope ”AGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 13 May 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than on 15 May 2025, will be taken into account in the preparation of the share register.

Power of attorney
If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), Kista Science Tower, floor 31, Färögatan 33, 164 51 Kista, Sweden. A proxy form is available on the company's website www.chordate.com. If the shareholder is a legal person, a certificate of registration or other authorization document must be attached to the form.

Agenda for the general meeting

1. Opening of the general meeting
2. Election of chairman at the general meeting
3. Preparation and approval of the voting list
4. Election of one or two persons who shall approve the minutes of the general meeting
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statement and the auditor’s report for the group as well as presentation by the chairman of the board of directors and by the CEO
8. Resolution on
   a. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
   b. the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
   c. discharge from liability of the directors and the CEO
9. Determination of the number of directors, deputy directors, auditors and deputy auditors
10. Determination of the fees to the board of directors and the auditor
11. Election of the board of directors and auditors
12. Resolution on guidelines for appointing the nomination committee
13. Proposal on an authorization for the board of directors to resolve on issuances
14. Closing of the meeting

Proposed resolutions

Item 2 – Election of chairman at the general meeting
The nomination committee proposes that Otto Skolling, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the annual general meeting and that Niklas Lindecrantz, or the person proposed by the board of directors if he has an impediment to attend, is elected keeper of the minutes of the annual general meeting.

Item 8 b – Resolution on the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
The board of directors proposes that no dividend shall be distributed for the financial year 2024 and that the company’s result shall be carried forward in the new accounts.

Item 9 – Determination of the number of directors, deputy directors, auditors and deputy auditors
The nomination committee proposes that the board of directors, for the period up to the end of the next annual general meeting, shall be composed of five directors with no deputy directors and that one registered accounting firm is elected as auditor.

Item 10 – Determination of the fees to the board of directors and the auditor
The nomination committee proposes that fees to the board of directors, for the period up to until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The nomination committee proposes that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Item 11 – Election of the board of directors and auditors
The nomination committee proposes re-election of the members of the board of directors Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period up to until the end of the next annual general meeting.

Furthermore, the nomination committee proposes the re-election of Otto Skolling as chairman of the board of directors for the period up to the end of the next annual general meeting.

Furthermore, the nomination committee proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period up to the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that the authorized public accountant, Henrik Boman, will be the responsible auditor.

Item 12 – Guidelines for appointing the nomination committee
It is proposed that the annual general meeting resolves that the nomination committee should continue to consist of the four largest shareholders at the time of the notice, namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. In the event that a member of the nomination committee resigns, is prevented from performing his/her duties, or if the owner who appointed the member offers their place, the remaining members of the nomination committee shall, if they so decide, among the company's shareholders, appoint a suitable replacement to the nomination committee for the remaining term. In the event that someone acquires shares in the company to such an extent that they become one of the four largest owners of the company, the nomination committee may decide to invite a representative for this shareholder as an additional member of the nomination committee.

The term of the nomination committee shall run until a new nomination committee has been appointed. The company is responsible for costs associated with the performance of the nomination committee's duties. Members of the nomination committee do not receive any remuneration from the company.

The nomination committee's duties shall include evaluating the composition and work of the board of directors and submitting proposals to the annual meeting regarding:

• Chairman of the annual general meeting
• The number and nominations of members of the board of directors to be elected by general meeting
• The chairman of the board of directors
• Remuneration to board members not employed by the company
• If applicable, nomination of auditor and auditor’s fees
• If applicable, guidelines for the appointment of members of the nomination committee and the duties of the nomination committee.

Item 13 – Proposal regarding authorization for the board of directors to resolve on issuances
The board of directors proposes that the general meeting authorizes the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

The board of directors, or a person appointed by the board of directors, shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Miscellaneous
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.

Copies of the annual financial report and the auditor’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the general meeting. Copies of such documentation will be sent to shareholders who so requests and provides its address.

At the date of this notice, the company has 4,290,764 shares, of which 2,699,620 are ordinary shares and 1,591,144 are preference shares with a total of 2,858,734.4 votes.

For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

_____________________
Chordate Medical Holding AB (publ)
the board of directors

Registration and notification
Shareholders who wish to attend the general meeting shall

• be entered in the share register maintained by Euroclear Sweden AB as of Monday, 20 January 2025, and
• give notice of their intention to attend the meeting no later than Wednesday, 22 January 2025 by mail to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”EGM Chordate”), by telephone +46 8 400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.

Shareholders whose shares are registered in the name of a nominee through a bank or other nominee are entitled to participate in the meeting as follows. In addition to registering for the meeting, such shareholders must re-register their shares in their own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB on the record date of 20 January 2025. Such re-registration may be temporary (so-called voting right registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee makes such registration. Voting right registrations requested by shareholders in such time that the registration has been made by the nominee no later than 22 January 2025 will be taken into account in the preparation of the share register.

Proxies
If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original shall be sent by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista. A proxy form is available on the company's website www.chordate.com. If the shareholder is a legal entity, a certificate of registration or other authorisation document must be attached to the form.

Matters at the general meeting

1. Opening of the general meeting
2. Election of chairperson of the meeting
3. Preparation and approval of the voting register
4. Election of one or two persons who shall approve the minutes
5. Determination of whether the general meeting has been duly convened
6. Approval of the agenda
7. Resolution on amendments to the articles of association (step 1)
8. Resolution on
   1. amendments to the articles of association (step 2)
   2. reduction of the share capital for allocation to unrestricted equity
   3. amendments to the articles of association (step 3)
   4. approval of the board's resolution to issue new units consisting of Ordinary Shares and Preference Shares with preferential rights for existing shareholders
9. Resolution on authorization to the board to issue Ordinary Shares and Preference Shares.
10. Resolution on authorization to the board to make minor adjustments to the resolutions
11. Close of meeting

Proposals for resolution
The proposals below in items 7-9 are conditional upon approval of each other, which is why the proposals shall be resolved on in a joint resolution. A valid resolution in accordance with items 7-9 requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 7 – Resolution on amendments to the articles of association (step 1)
The board proposes that the general meeting resolves to amend the company's articles of association by introducing a new class of shares, Preference Shares, and by introducing a redemption clause for Preference Shares, essentially as follows.

Existing shares shall constitute Ordinary Shares.

Item 8 a – Resolution on amendments to the articles of association (step 2)
The board proposes that the general meeting resolve to amend the company's articles of association by adopting new limits on the share capital and the number of shares as follows.

Item 8 b) – Reduction of the share capital for allocation to unrestricted equity

The board of directors proposes that the general meeting resolves on a reduction of the share capital on the following terms and conditions.

1. The purpose of the share capital reduction is allocation to unrestricted equity.
2. The company’s share capital shall be reduced by SEK 6,650,856.
3. The reduction of the share capital shall be carried out without withdrawal of shares.

Following the reduction, the company's share capital will amount to SEK 4,433,904, which implies a quota value of SEK 4.

Item 8 c – Resolution on amendments to the articles of association (step 3)
The board proposes that the general meeting resolve to amend the company's articles of association by adopting new limits on the share capital and the number of shares as follows.

Item 8 d – Resolution on approval of the board's resolution to issue new units consisting of Ordinary Shares and Preference Shares with preferential rights for existing shareholders
The board proposes that the general meeting resolves to approve the board's decision of 23 December 2024 to issue a maximum of 1,847,460 units consisting of Ordinary Shares and Preference Shares on the following main terms.

1. Each unit consists of one (1) new ordinary shares and one (1) new preference shares. In total, the issue comprises a maximum of 3,694,920 shares, corresponding to a maximum increase in share capital of SEK 14,799,680.

2. The subscription price for each unit shall be SEK 12, corresponding to a subscription price of SEK 8 per Ordinary Share and SEK 4 per Preference Share.

3. Subscription of units with pre-emptive rights is based on unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date and are thereby allocated unit rights in relation to their shareholding on the record date.

4. The record date for receiving unit rights and the right to participate in the rights issue with pre-emptive rights shall be 31 January 2025.

5. Each existing share entitles the holder to one (1) unit right and three (3) unit rights entitle the holder to subscribe for five (5) units.

6. If not all units are subscribed for on the basis of unit rights, the remaining units shall be allocated within the framework of the maximum amount of the issue:

1. primarily to those who have subscribed for units with unit rights (regardless of whether they were shareholders on the record date or not) and who have expressed an interest in subscribing for units without unit rights and, in the event that allotment to them cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each of those who have expressed an interest in subscribing for units without unit rights have utilised for subscription of units;
2. secondarily to others who have subscribed for units in the issue without the support of unit rights and, in the event that allocation to these cannot be made in full, allocation shall be made pro rata in relation to the total number of units for which the subscriber has applied for subscription; and
3. thirdly, to those who have provided guarantee commitments regarding subscription of units, in proportion to such guarantee commitments.

To the extent that allocation at any stage as described above cannot be made on a pro rata basis, allocation shall be made by drawing of lots.

7. Subscription of units with unit rights shall be made by cash settlement during the period from and including 3 February 2025 up to and including 17 February 2025. Subscription of units without unit rights shall be made on a separate subscription list during the same time as subscription with unit rights shall be made. Payment for units subscribed for without unit rights shall be made no later than the third banking day after notification of allotment has been sent to the subscriber through a contract note.

8. The board shall be authorised to extend the subscription and payment period.

9. Subscription may only be made of units and thus not of Ordinary Shares or Preference Shares individually. Allotment may only be made of units. However, after completion of the issue, the Ordinary Shares and Preference Shares will be separated.

10. The shares issued through the unit issue entitle to dividends as of the first record date for dividends that occurs immediately after the new shares are entered in the share register maintained by Euroclear Sweden AB.

11. The Preference Shares are subject to a redemption clause.

12. The share premium shall be transferred to the unrestricted premium reserve.

13. The rights issue requires an amendment to the limits of the share capital and the number of shares in the company's articles of association in accordance with resolution item 8 c.

Item 9 – Resolution on authorization to the board to issue Ordinary Shares and Preference Shares.
In order to enable the issue of units consisting of Ordinary Shares and Preference Shares as guarantee compensation to the guarantors (the “Guarantors”) to secure the rights issue of units resolved upon by the board on 23 December 2024, and proposed to be approved under item 8 d on the agenda, and in order to enable an over-allotment issue in case the rights issue is over subscribed, the board proposes that the general meeting resolves to authorise the board, for the period until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions regarding set-off or other conditions, to resolve on the issue of Ordinary Shares and Preference Shares to the Guarantors and to those who have subscribed for units in the rights issue in case the rights issue is over subscribed.

Upon exercise of the authorisation, the terms and conditions for the units shall be the same as in the rights issue, meaning that each unit shall consist of one (1) new Ordinary Shares and one (1) new Preference Shares.

The purpose of the authorisation and the rationale for the deviation from the shareholders' preferential rights is to be able to issue units as guarantee compensation to the Guarantors and in order to enable an over-allotment issue to those who have subscribed for units in the rights issue in case the rights issue is over subscribed. The number of Ordinary Shares and Preference Shares that may be issued under the authorisation may not exceed 829,834 shares (414,917 Ordinary Shares and 414,917 Preference Shares), i.e. the sum of 600,000 shares (300,000 Ordinary Shares and 300,000 Preference Shares) in the over-allotment issue and 229,834 shares (114,917 Ordinary Shares and 114,917 Preference Shares) which is the total number of shares corresponding to the agreed guarantee compensation to be paid by the company to the Guarantors.

Item 10 – Resolution on authorization to the board to make minor adjustments to the resolutions
It is proposed that the board, or the person appointed by the board, be authorised to make such minor adjustments to the resolutions adopted by the general meeting under items 7 – 9 as may prove necessary in connection with the registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB.

The board of directors’ statement in accordance with Chapter 20 Section 13 fourth paragraph of the Swedish Companies Act

In order to achieve a lower quota value, the board of directors has proposed that the company’s share capital, which currently amounts to SEK 11,087,760 divided into 1,108,476 shares, each with a quota value of SEK 10, shall be decreased without the withdrawal of shares and for allocation to the unrestricted equity.
The effect of the board of directors’ proposal under item 8 b is that the company’s share capital is reduced by SEK 6,650,856, from SEK 11,087,760 to SEK 4,433,904, whereby the quota value amounts to SEK 4. The board of directors has in connection with this resolved to propose that the extraordinary general meeting resolves on a rights issue (item 8 d), approximately 79.9 per cent of which is covered by subscription and guarantee commitments, through which the company’s share capital is increased by at least SEK 6,650,856. By carrying out the rights issue that increases the share capital with the reduction amount simultaneously with the reduction, the company may execute the reduction resolution without authorization from the Swedish Companies Registration Office or general court, since the measures jointly means that neither the company’s restricted equity nor its share capital is decreased.

Other
The board and the managing director shall, if any shareholder so requests and the board considers that it can be done without material harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda.

Complete proposals for resolutions in accordance with the above and documents in accordance with the Swedish Companies Act (2005:551) will be available at the company and on the company's website, www.chordate.com, no later than two weeks prior to the general meeting. Copies of these documents will be sent free of charge to shareholders who so request and state their address.

For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

___________________________

Stockholm in December 2024

Chordate Medical Holding AB (publ)

The board of directors

Registration and notification

Shareholders who wish to participate at the general meeting must

• be recorded in the share register kept by Euroclear Sweden AB on Monday 6 May 2024, and
• give notice of their intention to participate at the general meeting no later than Wednesday 8 May 2024 by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”AGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 6 May 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than on 8 May 2024, will be taken into account in the preparation of the share register.

Power of attorney

If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista. A proxy form is available on the company's website www.chordate.com. If the shareholder is a legal person, a certificate of registration or other authorization document must be attached to the form.

Agenda for the general meeting

1. Opening of the general meeting
2. Election of chairman at the general meeting
3. Preparation and approval of the voting list
4. Election of one or two persons who shall approve the minutes of the general meeting
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statement and the auditor’s report for the group as well as presentation by the chairman of the board of directors and by the CEO
8. Resolution on
a. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
b. the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
c. discharge from liability of the directors and the CEO
9. Determination of the number of directors, deputy directors, auditors and deputy auditors
10. Determination of the fees to the board of directors and the auditor
11. Election of the board of directors and auditors
12. Resolution on guidelines for appointing the nomination committee
13. Proposal on resolution on
a. amendment to the articles of association with respect to the share capital
b. reduction of the share capital
c. directed issue of shares (equalization issue)
d. amendment to the articles of association with respect to the number of shares
e. consolidation of shares
14. Proposal on an authorization for the board of directors to resolve on issuances
15. Proposal on resolution to amend the articles of association
16. Closing of the meeting

Proposed resolutions

Item 2 – Election of chairman at the general meeting

The nomination committee proposes that attorney Niklas Larsson, CMS Wistrand, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the annual general meeting and that attorney Sebastian Petersen, CMS Wistrand, or the person proposed by the board of directors if he has an impediment to attend, is elected keeper of the minutes of the annual general meeting.

Item 8 b – Resolution on the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet

The board of directors proposes that no dividend shall be distributed for the financial year 2023 and that the company’s result shall be carried forward in the new accounts.

Item 9 – Determination of the number of directors, deputy directors, auditors and deputy auditors

The nomination committee proposes that the board of directors, for the period up to the end of the next annual general meeting, shall be composed of five directors with no deputy directors and that one registered accounting firm is elected as auditor.

Item 10 – Determination of the fees to the board of directors and the auditor

The nomination committee proposes that fees to the board of directors, for the period up to until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The nomination committee proposes that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Item 11 – Election of the board of directors and auditors

The nomination committee proposes re-election of the members of the board of directors Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period up to until the end of the next annual general meeting.

Furthermore, the nomination committee proposes the election of Otto Skolling as a new chairman of the board of directors for the period up to the end of the next annual general meeting.

Furthermore, the nomination committee proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period up to the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that the authorized public accountant, Henrik Boman, will be the responsible auditor.

Item 12 – Guidelines for appointing the nomination committee

It is proposed that the annual general meeting resolves that the nomination committee should continue to consist of the four largest shareholders at the time of the notice, namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. In the event that a member of the nomination committee resigns, is prevented from performing his/her duties, or if the owner who appointed the member offers their place, the remaining members of the nomination committee shall, if they so decide, among the company's shareholders, appoint a suitable replacement to the nomination committee for the remaining term. In the event that someone acquires shares in the company to such an extent that they become one of the four largest owners of the company, the nomination committee may decide to invite a representative for this shareholder as an additional member of the nomination committee.

The term of the nomination committee shall run until a new nomination committee has been appointed. The company is responsible for costs associated with the performance of the nomination committee's duties. Members of the nomination committee do not receive any remuneration from the company.

The nomination committee's duties shall include evaluating the composition and work of the board of directors and submitting proposals to the annual meeting regarding:

• Chairman of the annual general meeting
• The number and nominations of members of the board of directors to be elected by general meeting
• The chairman of the board of directors
• Remuneration to board members not employed by the company
• If applicable, nomination of auditor and auditor’s fees
• If applicable, guidelines for the appointment of members of the nomination committee and the duties of the nomination committee.

Item 13 – Proposal regarding resolution on a) amendment to the articles of association with respect to the share capital, b) reduction of the share capital c) directed issue of shares (equalization issue), d) amendment to the articles of association with respect to the number of shares, and e) consolidation of shares.

The board of directors proposes that the general meeting resolves on a) amendment to the articles of association with respect to the share capital, b) reduction of the share capital c) directed issue of shares (equalization issue), d) amendment to the articles of association with respect to the number of shares, and e) consolidation of shares. The proposals should be considered as a single proposal and therefore be adopted by the shareholders' meeting as one and the same resolution.

Item 13 a) – Amendment to the articles of association with respect to the share capital (step 1)

In order to enable the reduction of the share capital as set out in item b) below, the board of directors proposes that the general meeting resolves on an amendment to the articles of association with respect to the limits of share capital (4 §) from ”The share capital shall not be less than SEK 55,000,000 and not more than SEK 220,000,000” to ”The share capital shall not be less than SEK 9,000,000 and not more than SEK 36,000,000”.

Item 13 b) – Reduction of the share capital

The board of directors proposes that the general meeting resolves on an reduction of the share capital on the following terms and conditions.

The capital shall be reduced by SEK 48,808,786.50. The reduction of the share capital shall be carried out without withdrawal of shares, and the amount from the reduction shall be allocated to unrestricted equity. The reduction is implemented for the purpose of reducing the quota value of the shares from SEK 0.12 per share to SEK 0.02 per share. Following the reduction, the company's share capital will amount to SEK 9,761,757.30, divided into a total of 488,087,865 shares (before the proposed issue of shares according to item c) below and the proposed consolidation of shares according to item e) below).

The reduction of the share capital requires an amendment to the articles of association.

Item 13 c) – Directed issue of shares (equalization issue)

In order to achieve a number of shares in the company that is evenly divisible by fivehundred (500), which enables the consolidation of shares in accordance with item e) below and to contribute shares to the shareholders whose number of shares is not evenly divisible by five-hundred (500), the board of directors proposes that the general meeting resolves on an issue of shares with deviation from the shareholders’ preferential rights. The resolution shall otherwise be governed by the following terms and conditions.

Through the share issue, the company’s share capital shall increased by not more than SEK 40,472.70 through a new issue of not more than 2,023,635 new shares, each with a quota value of SEK 0.02 (after the completion of the reduction as set out in b) above).

The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest with Vator Securities AB. The reasons for the deviation from the shareholders preferential rights is to ensure that the total number of shares in the company is evenly divisible by five-hundred (500) and so that the relevant shares are allotted to shareholders whose shareholding are not evenly divisible by five-hundred (500).

A subscription price of SEK 0.02 shall be paid for each new share. The subscription price corresponds to the shares’ quota value (after the completion of the reduction as set out in b) above).

Subscription for shares shall be made on a subscription list provided by the company not later than three (3) days following the general meeting’s resolution. Payment shall be made to an account designated by the company not later than five (5) days following the general meeting’s resolution. The board of directors shall have the right to extend the subscription period and the time for payment.

The new shares shall entitle to dividends for the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.

Item 13 d) – Amendment to the articles of association with respect to the number of shares (step 2)

In order to enable the consolidation of shares as set out in item e) below, the board of directors proposes that the general meeting resolves on an amendment to the articles of association whereby the limits regarding the number of shares (4 §) are changed from ”The number of shares in the company shall not be less than 450,000,000 and not more than 1,800,000,000" to "The number of shares in the company shall not be less than 900,000 and not more than 3,600,000".

Item 13 e) – Consolidation of shares

In order to achieve a suitable number of shares in the company, the board of directors proposes that the general meeting resolves upon a consolidation of the company’s shares in relation 1:500 (after the completion of the equalization issue as set out in c) above), whereby the number of shares in the company is reduced by combining five-hundred (500) shares into one (1) share. The board of directors shall be authorized to determine the record date for the consolidation (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to take all other measures required for implementing the consolidation.

If a shareholder’s shareholding does not correspond to a full number of new shares, i.e., is not evenly divisible by five-hundred (500), such shareholder will receive as many shares as necessary free of charge (1-499) that their shareholding, after adding the shares provided, becomes evenly divisible by five-hundred (500), so-called rounding up.

Further information on the procedure for the consolidation will be announced in connection with the board of directors resolving on the record date.

General aspects regarding the proposal

The board of directors, or a person appointed by the board of directors, shall be authorized to make any minor adjustments required to register the resolutions with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

The resolution under item c) above is conditional upon that the resolutions under items a) – b) above are registered with the Swedish Companies Registration Office, and the resolutions under items d) – e) above are conditional upon that the resolution under item c) above is registered with the Swedish Companies Registration Office.

Item 14 – Proposal regarding authorization for the board of directors to resolve on issuances

The board of directors proposes that the general meeting authorizes the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

The board of directors, or a person appointed by the board of directors, shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 15 – Proposal on resolution to amend the articles of association

In order to enable the board of directors to adopt a resolution that a general meeting shall be held digitally, the board of directors proposes that the general meeting resolves that the current § 8 become § 9, that the current § 9 become § 10 and that the current § 10 become § 11 and that a new § 8 “General Meeting” is introduced as follows: “The board of directors may adopt a resolution that a general meeting shall be held digitally”.

The board of directors, or a person appointed by the board of directors, shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Miscellaneous

The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.

Copies of the annual financial report and the auditor’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the general meeting. Copies of such documentation will be sent to shareholders who so requests and provides its address.

The total number of shares and votes of the company as per the date of this notice amounts to 488,087,865.

For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

_____________________
Chordate Medical Holding AB (publ)
the board of directors

Registration and notification
Shareholders who wish to participate at the general meeting must

• be recorded in the share register kept by Euroclear Sweden AB on Thursday, 18 January 2024, and

• give notice of their intention to participate at the general meeting no later than Monday, 22 January 2024 by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”EGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 18 January 2024. Such registration may be temporary (so called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 22 January 2024, will be taken into account in the preparation of the share register.

Powers of attorney
If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista. A proxy form will be available for downloading on the company's website www.chordate.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Agenda for the general meeting
1. Opening of the general meeting
2. Election of chairman at the general meeting
3. Preparation and approval of the voting list
4. Election of one or two persons who shall approve the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolution on:
    a. reduction of the share capital for allocation to the unrestricted equity;
    b. amendment of the articles of association (step 1);
    c. approval of the board of directors' resolution on a new issue of units consisting of shares and warrants, observing the shareholders' preferential rights;
    d. amendment of the articles of association (step 2);
    e. bonus issue; and
    f. reduction of the share capital for allocation to the unrestricted equity
8. Resolution regarding authorization of the board of directors to resolve on a new issue
9. Resolution regarding authorization of the board of directors to make minor adjustments to the resolutions
10. Closing of the meeting

Proposed resolutions
The proposals below in items 7 a – 7 f are conditional upon each other's approval, therefore the proposals should be resolved upon in a joint resolution. For such resolution to be valid, it requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 7 a – Resolution on reduction of the share capital for allocation to the unrestricted equity
The board of directors proposes that the company's share capital should be reduced as follows.

1. The purpose of the reduction is allocation to the unrestricted equity.
2. The company's share capital shall be reduced by SEK 37,186,641.12.
3. The reduction shall be carried out without the withdrawal of shares.

The share capital will after the reduction amount to SEK 20,917,485.63, corresponding to a quota value of SEK 0.09.

The resolution is conditional upon the resolutions in items 7 a – f being registered with the Swedish Companies Registration Office, and that the reductions, new issue, and bonus issue together do not result in a decrease of the company's share capital.

Item 7 b – Resolution on amendment of the articles of association (step 1)
The board of directors proposes that the general meeting resolves to amend the company's articles of association by adopting new limits for the share capital and the number of shares as follows.

In connection with this, the following editorial amendment is also proposed.

Item 7 c – Resolution on approval of the board of directors’ resolution on the new issue of units consisting of shares and warrants, observing the shareholder’s preferential rights.
The board of directors proposes that the general meeting resolves to approve the board's decision on 22 December 2023 to issue not more than 232,416,507 units consisting of shares and warrants on mainly the following conditions.

1. Each unit consist of two (2) new shares and one (1) warrant series TO 8. In total, the issue encompasses not more than 464,833,014 shares and not more than 232,416,507 warrants series TO 8.

2. The subscription price for each unit shall be SEK 0.18, corresponding to a subscription price per share of SEK 0.09. The warrants are issued free of charge.

3. Subscription of units with preferential rights shall be made using unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date who thereby are allocated unit rights in relation to their shareholding as of the record date.

4. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2024.

5. Each existing share entitles to one (1) unit right, and one (1) unit right entitles to the subscription of one (1) unit.

6. In the event that all units are not fully subscribed using unit rights, the distribution of the remaining units up to the issue's maximum limit will proceed in the following manner:

    a. primarily to those who have subscribed for units with the support of unit rights (regardless of whether they were shareholders on the record date or not) and to those who have expressed interest in subscribing for units without the support of unit rights, and in the event that allocation to these cannot be made in full, allocation shall be made pro rata in relation to the number of unit rights each of those who have expressed interest in subscribing for units without the support of unit rights has used for the subscription of units;
    b. secondarily to others who have subscribed for units in the issue without the support of unit rights, and in the event that allocation to them cannot be made in full, allocation shall be made pro rata in relation to the total number of units each subscriber has applied for; and
    c. thirdly, to those who have provided issue guarantees for the subscription of units, in proportion to such guarantee commitments.

In the event that allocation at any stage as described above cannot be made pro rata, allocation shall be done by drawing lots.

7. Subscription of units with the support of unit rights shall be made through cash payment during the period from and including 2 February 2024 to and including 16 February 2024. Subscription of units without the support of unit rights shall be made on a special subscription list during the same period as the subscription with the support of unit rights. Payment for units subscribed without the support of unit rights shall be made no later than the third banking day after that the notification of allocation has been sent to the subscriber through a settlement note.

8. The board of directors shall have the right to extend the subscription period and the payment period.

9. Subscription can only be made for units and thus not for shares or warrants separately. Allocation can only be made of units. However, after the completion of the issue, the shares and warrants will be separated.

10. The shares issued through the unit issue entitle to dividends from and including the first record date for dividend that occurs after the new shares have been entered into the share register maintained by Euroclear Sweden AB.

11. For warrants TO 8 and the exercise of the option rights, the following conditions, among others, apply:

    a. One (1) warrant series TO 8 entitles the holder to subscribe for one (1) new share in the company against cash payment amounting to 70 percent of the volume-weighted average price of the company's share during the period from and including 16 October 2024 to and including 29 October 2024, however, not less than the share's quota value and not more than SEK 0.15. The subscription price shall be rounded to the nearest whole öre. The amount exceeding the share's quota value shall be allocated to the unrestricted premium fund.
    b. The subscription price and the number of shares that each warrant series TO 8 entitles to subscribe for shall be subject to customary recalculation formulas in the event of a split or consolidation of shares, rights issues, and similar events.
    c. The warrant series TO 8 shall entitle to subscription of shares during the period from and including 4 November 2024 to and including 18 November 2024.
    d. Shares issued through subscription entitle to dividends from and including the first record date for dividend that occurs after the new shares have been entered into the share register maintained by Euroclear Sweden AB.

12. Upon full subscription of all shares issued in the unit issue, the share capital will increase by not more than SEK 41,834,971.26 (based on the share's quota value after the reductions of the share capital proposed by the Board for the meeting to decide upon).

13. Upon full exercise of all warrants series TO 8 issued in the unit issue, the share capital will increase by not more than SEK 20,917,485.63 SEK (based on the share's quota value after the reductions of the share capital proposed by the board of directors for the general meeting to resolve upon).

Item 7 d – Resolution on amendment of the articles of association (step 2)
The board of directors proposes that the general meeting resolves to amend the company's articles of association by adopting new limits for the share capital and the number of shares as follows.

Item 7 e – Resolution on a bonus issue
The board of directors proposes that the general meeting resolves on a bonus issue as follows:

1. The company’s share capital shall be increased by SEK 37,186,641.12.
2. The increase shall be made through a bonus issue. No new shares shall be issued.
3. Transfer shall be made to the share capital with SEK 37,186,641.12 from the unrestricted equity.

The purpose of the bonus issue is to restore the share capital after the reduction of the share capital according to item 7 a.

Item 7 f – Resolution on reduction of the share capital for allocation to the unrestricted equity
The board of directors proposes that the company's share capital shall be reduced as follows:

1. The purpose of the reduction is the allocation to unrestricted equity.
2. The company's share capital shall decrease by an amount in SEK that corresponds to the increase in the share capital as resolved upon in the new issue of shares under item 7 c above, reduced by the minimum amount required for the share's quota value to correspond to a whole number of Swedish ören after the reduction.
3. The reduction shall be carried out without withdrawal of shares.

The reduction is carried out to ensure that the resolutions on the reduction of share capital under item 7 a, the new issue under item 7 c, and on the bonus issue under item 7 e, together do not result in a decrease of the company's share capital.

Item 8 – Resolution regarding authorizing the Board to resolve on a new issue
In order to facilitate the issuance of units consisting of shares and warrants as compensation to those who have entered into guarantee commitments (the “Guarantors”) to ensure the preferential rights issue of units decided by the board of directors on 22 December 2023 and which is proposed for approval under item 7 c on the agenda (the “Rights Issue”), the Board proposes that the general meeting resolves to authorize the Board to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions for set-off or other conditions, decide on the issuance of shares and warrants to the Guarantors.

When exercising the authorization, the terms for the units shall be the same as in the Rights Issue, meaning that each unit shall consist of two (2) shares and one (1) warrant series TO 8. However, the subscription price per unit shall correspond to the volume-weighted average price of the company's share on the Nasdaq First North Growth Market during the subscription period in the Rights Issue (i.e., during the period 2 February 2024 – 16 February 2024) multiplied by two (2), but never lower than the subscription price in the Rights Issue or the quota value of the share multiplied by two (2).

The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out the issue of units as compensation to the Guarantors. The total number of shares and warrants that may be issued under the authorization shall not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company is to issue to the Guarantors.

The resolution on the above-mentioned authorization presumes and is conditional upon that the meeting also resolves to approve the Rights Issue in accordance with the board of directors' proposal to the general meeting.

Item 9 – Resolution regarding authorization of the board of directors to make minor adjustments to the resolutions
The board of directors, or any person appointed by the board, shall be authorized to make such minor adjustments to the general meeting’s resolutions in item 7 – 8 that may be required in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

The board of directors’ statement in accordance with Chapter 20 Section 13 fourth paragraph of the Swedish Companies Act
In order to achieve a lower quota value, the board of directors has proposed that the company’s share capital, which currently amounts to SEK 58,104,126.75 divided into 232,416,507 shares, each with a quota value of SEK 0.25, shall be decreased without the withdrawal of shares and for allocation to the unrestricted equity.

The effect of the board of directors’ proposal under item 7 a is that the company’s share capital is reduced by SEK 37,186,641.12, from SEK 58,104,126.75 to SEK 20,917,485.63, whereby the quota value amounts to SEK 0.09. The board of directors has in connection with this resolved to propose that the extraordinary general meeting resolves on a bonus issue (item 7 e) through which the company’s share capital is increased by SEK 37,186,641.12. By carrying through the bonus issue that increases the share capital with the reduction amount simultaneously with the reduction, the company may execute the reduction resolution without authorization from the Swedish Companies Registration Office or general court, since the measures jointly means that neither the company’s restricted equity nor its share capital is decreased.

Furthermore, the board of directors has proposed that the extraordinary general meeting resolves on an increase of the share capital by a resolution to approve the board of directors’ resolution of a rights issue of units consisting of shares and warrants, item 7 c (the “Rights Issue”). The company’s share capital will increase by not more than SEK 41,834,971.26 through the new issue of shares under the Rights Issue. The share capital increase has been calculated based on the assumption that the reduction of the share capital proposed in item 7 a result in a quota value of SEK 0.09 per share. The board of directors proposes that the general meeting also resolved on a second reduction of the share capital (item 7 f), which is proposed in order to minimize the increase of the share capital following the Rights Issue and in order to obtain a reasonable quota value for the company’s shares. The second reduction is proposed to amount to an amount corresponding to the increase of the share capital following the registration of the new shares issued in the Rights Issue, and, if applicable, adjusted down to an amount that leads to a quota value with not more than two decimals. By carrying through the new issue that increases the share capital with not less than the reduction amount simultaneously with the reduction, the company may execute the reduction resolution without authorization from the Swedish Companies Registration Office or general court, since the measures jointly means that neither the company’s restricted equity nor its share capital is decreased.

Miscellaneous
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda.

The complete proposals for resolutions in accordance with the above, as well as any other documents according to the Swedish Companies Act will be available at the company’s website, www.chordate.com, not later than two weeks prior to the extraordinary general meeting. Copies of such documentation will be sent free of charge to shareholders who so requests and provides their address.

For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
_____________________
Chordate Medical Holding AB (publ)
the Board of Directors