Announcement from extra general meeting in SyntheticMR AB (publ)

Approval of the board's resolution on a rights issue of shares

The extra general meeting resolved to approve the board of directors' resolution on 28 November 2024 on a rights issue of a maximum of 17,866,405 shares.

The total increase of the Company's share capital amounts to a maximum of SEK 396,634.191.

The subscription price to be paid for each share shall be SEK 3.65, in total SEK 65,212,378.25 if all shares are subscribed for.

Those who on the record date 19 December 2024 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right to subscribe for new shares at a subscription price of SEK 3.65 per share. Shareholders receive 1 subscription right for each share held as of the record date. 7 subscription rights entitles the holder to subscribe for 3 new shares in the rights issue.

Subscription for shares with subscription rights shall be made by payment in cash during the period from 23 December 2024 up until and including 13 January 2025. Subscription for shares without subscription rights shall be made on a subscription list during the period from 23 December 2024 up until and including 13 January 2025. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.

If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

Approval of the acquisition of Combinostics Oy

The extra general meeting resolved to approve the Company's acquisition of all shares (the "Shares") in Combinostics Oy, reg. no. 2631684-7 ("Combinostics"), in accordance with an agreement entered in to by the Company and the shareholders of Combinostics (the "Sellers") on 28 November 2024 (the "Transaction").

About Combinostics

Combinostics is active in medical technology and software solutions, with a focus on cloud-based and AI-powered platforms. Their solutions, including cNeuro® cDSI, cMRI, cPET and cDAT, offer clinical decision support and advanced image analysis to support healthcare professionals in making informed and evidence-based decisions. The products are designed to integrate with existing systems such as PACS, increasing efficiency and improving workflows within healthcare facilities.

In 2023, Combinostics' net sales amounted to approximately SEK 5.94 million and EBITDA to approximately SEK -18.3 million. The annual recurring revenue (ARR) was SEK 6.23 million for 2023, SEK 3.17 million for 2022 and SEK 1.19 million for 2021, corresponding to an average annual growth of 129% between the years 2021 - 2023. For the last twelve months (Q3 2023 - Q2 2024), net sales amounted to approximately SEK 10.5 million and EBITDA to approximately SEK -3.3 million.

Combinostics has a strong foundation in scientific research and collaborates with leading medical institutions globally. They focus on developing innovative solutions that fulfil existing needs in clinical care, particularly in the diagnosis of neurodegenerative diseases. By combining knowledge of neurological conditions with advanced technology, they aim to improve patient care and quality of life for patients and their families.

The Transaction

The total purchase price for the acquisition amounts to EUR 4.3 million (corresponding to approximately SEK 49.6 million), of which approximately EUR 3.93 million (corresponding to approximately SEK 45.3 million) will be paid in cash at closing, of which EUR 0.86 million (corresponding to approximately SEK 9,924,486) will be placed in escrow for one year from closing, while the remaining amount of approximately EUR 0.37 million (corresponding to approximately SEK 4.3 million) will be settled through a promissory note. The promissory note will be offset against newly issued convertibles in the Company. The convertibles are issued at a conversion price of SEK 12 per share and will be automatically converted into shares in the Company after the publication of the Company's quarterly report for the third quarter of 2027, however no later than 30 November 2027. Upon full conversion of issued convertibles, the number of shares in the Company will increase by 356,907 shares and the share capital by SEK 7,923.3354, which means a dilution of approximately 0.85 percent.

Approval of the board's resolution on a directed issue of convertibles

The extra general meeting resolved to approve the board of directors' resolution on 28 November 2024 to raise a convertible loan in a nominal amount not exceeding SEK 4,282,884 through a directed issue of not more than 356,907 convertibles, entailing an increase in the share capital of not more than SEK 7,923.3354 upon full conversion of the convertibles.

The right to subscribe for the convertibles shall, with deviation from the shareholders' preferential rights, vest in the shareholders of Combinostics Oy.

The nominal amount for each convertible shall be SEK 12. The loan carries no interest.

For convertibles with a nominal value of SEK 4,282,884, SEK 4,282,889 shall be paid. Payment for subscribed convertibles shall be made by set-off against the Company's debts to the subscribers. The set-off shall be considered effective upon subscription.

Subscription of convertibles shall be made by payment no later than on 2 January 2025. The board of directors shall be entitled to extend the subscription period, which includes the time for payment.

Conversion of convertibles to shares shall automatically occur on the first bank day after the Company has released its interim report for the third quarter of 2027, however no later than 30 November 2027 at a conversion price of SEK 12. The share premium in connection with conversion to shares shall be transferred to the non-restricted share premium fund.

For detailed terms regarding the resolutions at the extra general meeting as described above, please refer to the notice and the complete proposals which are available on the Company's website, www.syntheticmr.com.