Notice of annual general meeting of Nuevolution AB (publ)

The shareholders of Nuevolution AB (publ) are hereby summoned to the annual
general meeting on Wednesday 5 October 2016 at 3.00 p.m. at Näringlivets Hus,
Storgatan 19, Stockholm.

Right to attend the general meeting

Shareholders who wish to attend the general meeting must be registered in the
share register maintained by Euroclear Sweden AB on Thursday 29 September 2016,
and must notify the company of their intention to attend the meeting no later
than Thursday 29 September 2016 at 4.00 p.m.

The notification must be made in writing to Nuevolution AB (publ), Rønnegade 8,
2100 Copenhagen, Denmark or by e-mail to agm@nuevolution.com. The notification
shall state the shareholder’s name, personal identity number/registration
number, shareholding, address, day time telephone number and information about
the attendance of any assistants (maximum two) and, if applicable, information
about any proxies.

Proxy

Shareholders represented by proxy must submit a dated power of attorney. If the
power of attorney is executed by a legal person, a certified copy of the
certificate of registration or equivalent should be attached. The power of
attorney and the certificate of registration may not be older than one year,
however, the power of attorney may be older provided that the power of attorney
according to its wording is valid for a longer period, although, not more than
five years. The original power of attorney and the certificate of registration
should be sent to the company at the address mentioned above well in advance of
the general meeting. A proxy form is available at www.nuevolution.com and will
also be sent to shareholders who so requests and state their postal address.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank
or a securities institution must temporarily re-register their shares in their
own names in order to be entitled to attend the general meeting. Such
registration must be duly effected in the share register maintained by Euroclear
Sweden AB on Thursday 29 September 2016, and the shareholders must therefore
advise their nominees well in advance of this date.

Number of shares and votes

In the company, on the day of this notice, there are a total of 42,858,236
ordinary shares that hold one (1) vote per share at the general meeting. Thus,
there are a total of 42,858,236 shares and 42,858,236 votes in the company.

The shareholders are reminded of their right to require information in
accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Proposed agenda

 1. Election of a chairman of the meeting.
 2. Preparation and approval of the voting list.
 3. Approval of the agenda.
 4. Election of one or two persons to approve the minutes of the meeting.
 5. Determination of whether the meeting has been duly convened.
 6. Report from the managing director Alex Haahr Gouliaev.
 7. Presentation of the annual report and the auditor’s report and the
consolidated financial statements and the auditor’s report for the group.
 8. Resolution on adoption of the income statement, balance sheet, consolidated
income statement and the consolidated balance sheet.
 9. Resolution on allocation of the company’s profits or losses in accordance
with the adopted balance sheet.
10. Resolution on discharge of the members of the board of directors and the
managing director from liability.
11. Determination of the number of members and deputy members of the board of
directors and the number of auditors and deputy auditors.
12. Determination of fees to be paid to the members of the board of directors
and auditors.
13. Election of the members of the board of directors as well as auditors and
deputy auditors.
14. Proposal regarding principles for the appointment of a nomination committee
for the annual general meeting 2017.
15. The board of directors’ proposal regarding authorization to issue new
ordinary shares.
16. The board of directors’ proposal for the adoption of Warrant Program
2016/2021 and the issue of warrants.
17. Closing of the general meeting.

Allocation of the company’s profits or losses (item 9)

The board of directors proposes that the company’s result shall be carried
forward.

Board of directors, etc (items 1 and 11–13)

As Nuevolution AB (publ) does not have a nomination committee, representatives
of the three largest shareholders (David Sonnek from SEB Venture Capital,
Lennart Hansson from Industrifonden and Peter Benson from Sunstone Capital) as
well as the chairman of the board of directors Stig Løkke Pedersen, hereby
propose the following:

  · that Charlotte Levin, member of the Swedish Bar Association, shall be
appointed chairman of the meeting (item 1).
  · that the board of directors shall consist of five members with no deputies
and that the company shall have one auditor with one deputy auditor (item 11).

  · that the remuneration to the board of directors shall be paid in a total
amount of not more than SEK 1,520,000 allocated as follows. The chairman shall
receive SEK 600,000, of which SEK 200,000 relates to extraordinary work in
connection with the company’s listing process on Nasdaq First North in 2015, and
other members, who are not employed by the company, shall receive SEK 200,000
each. The remuneration for work in the committees of the board of directors
shall be distributed with SEK 50,000 to the chairman of the audit committee and
SEK 25,000 to the other member, SEK 30,000 to the chairman of the remuneration
committee and SEK 15,000 to the other member. Remuneration to the auditor shall
be paid in accordance with approved invoices within the auditor’s quotation
(item 12).
  · that the members of the board Stig Løkke Pedersen, Søren Lemonius, Lars
Henriksson, Jutta Monica Heim and Jeanette Wood are re-elected for the period up
to the end of the next annual general meeting. Re-election of Stig Løkke
Pedersen as chairman of the board. Re-election of the auditing company Ernst &
Young Aktiebolag as auditor, with authorized auditor Beata Lihammar as auditor
in charge, and Andreas Nyberg as deputy auditor, for the period up to the end of
the next annual general meeting (item 13).

Further information on the proposed members of the board is available at
www.nuevolution.com.

Nomination committee (item 14)

The three major shareholders and the chairman of the board of directors propose
that the annual general meeting shall resolve to adopt the following principles
for the appointment of a nomination committee for the annual general meeting
2017.

The committee shall be composed of representatives of the three largest
shareholders listed in the shareholders’ register maintained by Euroclear Sweden
as of 31 March each year, as well as the chairman of the board, who will also
convene the first meeting of the committee. The member representing the largest
shareholder shall be appointed chairman of the committee, unless the committee
unanimously appoints someone else. If earlier than three months prior to the
annual general meeting, one or more of the shareholders having appointed
representatives to the committee no longer are among the three largest
shareholders, the representatives appointed by such shareholders shall resign
and the shareholders who then are among the three largest shareholders may
appoint their representatives. Should a member resign from the committee before
its work is completed and the committee considers it necessary to replace him or
her, such substitute member shall

represent the same shareholder or, if such shareholder no longer is one of the
largest shareholders, the largest shareholder in turn. Changes to the
composition of the committee must be announced immediately.

The nomination committee shall prepare and submit proposals to the annual
general meeting on: chairman of the meeting, board members, chairman of the
board, board fees to each of the board members and the chairman as well as
remuneration for committee work, if any, fees to the company’s auditor, and,
when applicable, proposal regarding election of new auditor. The composition of
the committee for the annual general meeting shall normally be announced no
later than six months before the meeting. Remuneration shall not to be paid to
the members of the committee. The company shall pay any necessary expenses that
the committee may incur in its work. The term of office for the committee ends
when the composition of the following committee has been announced.

Authorization to issue new ordinary shares (item 15)

The board of directors proposes that the annual general meeting resolves to
authorize the board of directors, for the period up to the next annual general
meeting, to adopt decisions, whether on one or several occasions and whether
with or without pre-emption rights for the shareholders, to issue new ordinary
shares to an amount not exceeding in total 10 percent of the total number of
outstanding ordinary shares in the company following utilization of the
authorization. New issues may be made with or without provisions concerning non
-cash consideration, set-off or other provisions specified in Chapter 13 Section
5, first paragraph, 6, of the Swedish Companies Act. The purpose of the
authorization is to provide the board with flexibility in its work to secure
that the company, in a suitable way, can be provided with capital to enable a
broadening of the ownership structure of the company, increase the liquidity in,
and trading volume of, the share and to be used in strategic partnerships.

Proposal for the adoption of Warrant Program 2016/2021 and the issue of warrants
(item 16)

Background

The board of directors proposes that the general meeting resolves to implement a
warrant program (“Warrant Program 2016/2021”), with two series, addressed to new
members of the group management and other new employees of the company, in order
to promote and stimulate continued loyalty with the operations by linking the
interests of these persons with the interests of the shareholders.

Number of warrants and exercise price

The board of directors proposes that the meeting resolves to issue not more than
493,000 warrants, in two series, of which 480,000 warrants of Series 1 and
13,000 warrants of Series 2, within the scope of an incentive program for the
group management and other employees. In total, the incentive programme will
encompass a maximum of approximately 18 individuals.

Each warrant shall entitle the holder to subscribe for one new ordinary share.
The warrants shall be issued free of charge and be subscribed for by the wholly
-owned subsidiary Nuevolution A/S for further transfer free of charge to the
participants in accordance with the below. There can be no over-subscription.
The company shall in connection with the transfer of the warrants to the
participants reserve a pre-emption right regarding the warrants, with certain
exceptions, if the participant’s employment or assignment within the group is
terminated or if the participant wishes to transfer its warrants.

The warrants are granted to the participants over a period of four years, of
which one quarter of the warrants shall be deemed granted on 31 October 2017,
2018, 2019 and 2020, respectively. Each warrant shall, during the period from 31
October 2017 and up to and including 31 August 2021, entitle the holder to
subscribe for one new ordinary share in Nuevolution AB (publ) at an exercise
price in accordance with the below.

The exercise price for one ordinary share subscribed for by the exercise of one
warrant of Series 1 shall be SEK 1,000,000 and the exercise price for one
ordinary share subscribed for by the exercise of one warrant of Series 2 shall
be SEK 11.25. Subject to the fulfillment of an Exit Event (as described below
and in the terms and conditions of the warrants), the subscription price per
ordinary share for warrants of Series 1 shall instead be SEK 17.50.

Pursuant to the terms and conditions for warrants of Series 1, an “Exit Event”
occurs if more than 90 percent of the shares are sold to a buyer and the
purchase price corresponds to at least SEK 22.975 per share, if the company’s
operations or a substantial part of the company’s assets are sold and the
purchase price corresponds to at least SEK 22.975 per share, if the company is
liquidated and the distribution proceeds correspond to at least SEK 22.975 per
share or if the trading price of the company’s share on Nasdaq First North or
Nasdaq Stockholm at the time of applying for subscription of shares corresponds
to at least SEK 22.975 per share.

The exercise price and the number of ordinary shares that each warrant entitles
to subscription for shall be recalculated in the event of a split,
consolidation, new share issue etc., in accordance with market practice.

Allocation of warrants

Group management and other employees who have entered into a pre-emption
agreement with Nuevolution AB (publ) shall be entitled to be transferred
warrants, where a maximum of 90,000 warrants shall be allocated to one member of
the group management, of which 85,000 are warrants of Series 1 and 5,000 of
Series 2; a maximum of 148,000 to Other key employees, of which 140,000 are
warrants of Series 1 and 8,000 of Series 2, whereof no individual Other key
employee can be granted more than 74,000 warrants; and a maximum of 255,000
warrants of Series 1 shall be allocated to Other employees, whereof no
individual Other employee can be granted more than 17,000 warrants. Board
members shall not be eligible to participate in the incentive programme.

Scope and costs of the program

The fair value of the warrants under Warrant Program 2016/2021 amounts to SEK
3.1 million, using the so-called Black&Scholes model (based on a risk-free
interest rate of -0.53 percent, assumed volatility of 45 percent and estimated
maturity of the warrants of 4.9 years). The amount will, in accordance with
IFRS, be recognized as non-cash expenses in the consolidated financial
statements as the warrants are granted to the individuals. The company estimates
that the costs for advisors will amount to, in total, approximately SEK
0.2 million during the term of the program.

Dilution of existing shares and votes

Based on the number of shares and votes outstanding in the company, the proposed
incentive programme implies, upon exercise of all 493,000 warrants, a full
dilution corresponding to approximately 1.0 per cent of the total number of
shares and votes outstanding in the company. If all outstanding incentive
programs in the company are included in the calculation, the corresponding
maximum level of dilution amounts to approximately 11.5 per cent.

Information about Nuevolution’s current incentive programs is available in the
annual report for the financial year 2015/16, note 20, and on the company’s
website, www.nuevolution.com.

If all warrants are exercised the share capital will increase by SEK 493,000.

The rationale for the proposal

According to the board of directors, it is important that the company’s
employees have sufficient incentives and hold shares in the company in order to
align the employees’ and the company’s interests in order to create
opportunities to keep and increase motivation among its employees. The board of
directors considers that the adoption of Warrant Program 2016/2021 is beneficial
to the Nuevolution group and the shareholders of the company.

Preparations of the proposal

The program has been prepared by the company’s board of directors in
consultation with external advisors.

Majority requirements

A resolution in accordance with this item 16 requires approval of least nine
tenths (9/10) of the shares represented and votes cast at the general meeting.

_________________

The annual report and all other relevant documents are available at the
company’s offices at Rønnegade 8, 2100 Copenhagen, Denmark and at
www.nuevolution.com no later than three weeks before the general meeting and
will be sent to shareholders who so request and who inform the company of their
postal address. This notice is a translation of a Swedish notice and in case of
any deviations between the language versions, the Swedish version shall prevail.

__________________

Stockholm, September 2016

Nuevolution AB (publ)

The board of directors

For more information, please contact:

Alex Haahr Gouliaev, CEO

Phone: +45 3913 0902

Email: ahg@nuevolution.com

Henrik Damkjær Simonsen, CFO

Phone: +45 3913 0947

Email: hs@nuevolution.com

Information about Nuevolution AB (publ)

Nuevolution AB (publ) is a leading small molecule drug discovery biotech company
founded in 2001, and headquartered in Copenhagen, Denmark. Nuevolution partners
its discovery platform and programs with pharmaceutical and biotechnology
companies to seek future benefit of patients in need of novel medical treatment
option. Nuevolution’s internal programs are focused on therapeutically important
targets within inflammation, oncology and immuno-oncology.

Nuevolution AB (publ) is required to disclose the information provided herein
pursuant to the Securities Markets Act. The information was sent for publication
on Monday 5 September, 17.00 (CEST).

Nuevolution AB (publ) is listed at Nasdaq First North in Stockholm, Sweden
(ticker: NUE.ST). Västra Hamnen Corporate Finance AB acts as Certified Advisor
to Nuevolution AB (publ). More information about Nuevolution can be found on:
www.nuevolution.com