Pre-Annual General Meeting Information • Jul 22, 2025
Pre-Annual General Meeting Information
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Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of EQL Pharma AB, Reg. No. 556713-3425, are hereby invited to the annual general meeting to be held on Thursday 21 August 2025 at 16.00 at the company's premises at Stortorget 1 in Lund.
Shareholders wishing to attend the annual general meeting must:
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Friday 15 August 2025. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual general meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company's website (www.eqlpharma.com/en) and will be sent by mail to the shareholders who request it and state their address.
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
The Nomination Committe, consisting of Erik Hallengren, representing SEB Fonder, Christer Fåhraeus, representing Fårö Capital AB, and Rajiv I Modi, representing Cadila Pharmaceuticals Limited, proposes that the Chairman of the board of directors, Christer Fåhraeus, is elected as Chairman of the meeting.
The board of directors proposes that no dividends are paid and that the available funds are carried forward.
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
Items 9—11: Determination of the number of members of the board of directors, auditors, and deputy auditors, Determination of remuneration to the members of the board of directors and auditors and Election of members of the board of directors, Chairman of the board of directors and auditor
The Nomination Committee has not been able to complete its work with preparing a proposal for election of the board of directors in such a time that the proposals can be included in the notice. The Nomination Committee's work with preparing a proposal for election of the board of directors is ongoing and the Nomination Committee has informed that proposals regarding the number of members of the board of directors and election of members of the board of directors and Chairman of the board of directors pursuant to items 9 and 11 will be submitted to the company as soon as the proposals are ready. The company will thereafter announce the proposals through a press release and keep the proposals available at the company and at the company's website together with the Nomination Committee's reasoned statement regarding its proposal for election of the board of directors and information regarding the proposed members of the board of directors.
The Nomination Committee proposes that board remuneration shall be paid with SEK 450,000 to the Chairman of the board of directors (SEK 300,000 previous year) and with SEK 250,000 to each of the other board members who are not permanent employees in the company (SEK 150,000 previous year). Remuneration for committee work is proposed to be SEK 60,000 to the Chairman of the Audit Committee (unchanged from previous year), SEK 30,000 to each of the other members of the Audit Committee (unchanged from previous year), and SEK 40,000 to the Chairman of the Remuneration Committee (unchanged from previous year) and SEK 20,000 to each of the other members of the Remuneration Committee (unchanged from previous year).
Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoice.
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one registered accounting firm, without a deputy auditor, is appointed as auditor for the period until the end of the next annual general meeting, and that Deloitte AB is re-elected as auditor. Deloitte AB has informed that the authorized public accountant Maria Ekelund will continue to be the auditor in charge.
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for the financial year 2024/2025.
The board of directors proposes that the annual general meeting resolves to implement a longterm incentive program for the company's CEO, based on issue of warrants (the "Warrants Program 2025/2029").
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
To implement the Warrants Program 2025/2029, the board of directors proposes that the annual general meeting resolves on directed issue of warrants, on the following terms and conditions:
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
the ten trading days that follows immediately after the publication of the company's interim report for April – June 2025. The subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The amount that exceeds the share's quota value shall be added to the free share premium fund.
As the warrants in the Warrants Program 2025/2029 will be issued to the participant at their fair market value, it is the company's assessment that no social costs will occur for the company as a result of the Warrants Program 2025/2029. The costs related to the Warrants Program 2025/2029 will hence only be composed of limited costs for implementation and administration of the program.
As per the date of the notice, the number of shares in the company amounts to 29,063,610.
In case all warrants issued in connection with the Warrants Program 2025/2029 are exercised for subscription of new shares, a total of 100,000 new shares will be issued, which corresponds to a dilution of approximately 0.34 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the Warrants Program 2025/2029. The dilution had only had a marginal effect on the key figure earnings per share for the financial year 2024/2025.
There are currently outstanding incentive programs in the company in the form of five warrant programs through which a maximum of 832,000 new shares may be issued if all warrants issued and held by participants are exercised for subscription of shares. If all outstanding incentive programs and the warrant program proposed to be approved by the annual general meeting are fully exercised, a total of 932,000 new shares will be issued, which corresponds to a total dilution of approximately 3.11 per cent of the company's share capital and votes after full dilution.
The above calculations regarding dilution and impact on key ratios are subject to re-calculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
The proposal for the Warrants Program 2025/2029 has been prepared by the board of directors in consultation with external consultants.
For a valid resolution on the proposal pursuant to item 13, the proposal has to be supported by shareholders representing at least nine tenths of the votes cast as well as of all shares represented at the annual general meeting.
The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Accounting documents, the audit report, the board of directors' remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the annual general meeting, will be available at the company's office, at Stortorget 1, SE-222 23, Lund, Sweden, and on the company's website (www.eqlpharma.com/en) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the annual general meeting.
The Nomination Committee's reasoned statement regarding its proposal for election of the board and information regarding the proposed board members will be available when the Nomination Committee has informed the company about its proposals.
As of the date of this notice to attend the general meeting, the total number of shares and votes in the company amounts to 29,063,610. The company does not hold any own shares.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________ Lund in July 2025 EQL Pharma AB (publ) The Board of Directors
For additional information, please contact:
Axel Schörling President and CEO EQL Pharma AB (publ)
Lund 22 July 2025 EQL Pharma AB Reg. No. 556713-3425
Phone: +46 (0) 763 – 17 90 60 Mail: [email protected] Website: www.eqlpharma.com
The information was submitted, through the agency of the contact person set out above, for publication on 22 July 2025 at 10:00 CEST.
EQL Pharma AB specializes in developing and selling generics, i.e., drugs that are medically equivalent to original drugs. The company currently has 46 niche generics (i.e., generics with limited competition apart from the original drug) launched in the Nordic markets. In addition to these, there is a significant pipeline of additional niche generics for launch in 2025 and beyond. The business is currently focused entirely on prescription drugs, including hospital products, mainly in the Nordics and European markets. EQL Pharma AB has its operations in Lund and is listed on Nasdaq Stockholm stock market. EQL Pharma AB carries out extensive development work in collaboration with leading contract manufacturers and major pharmaceutical companies in the EU and Asia, among others.
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