AGM Information • Apr 22, 2025
AGM Information
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Shareholders in Moberg Pharma AB (publ), reg. no. 556697-7426, (the "Company") are hereby convened to the Annual General Meeting on 22 May 2025 at 16:30 at Advokatfirman Schjødt, Hamngatan 27 in Stockholm.
Shareholders who wish to participate in the Annual General Meeting must:
To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on 14 May 2025. This re-registration may be temporary (so-called "voting right registration") and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than 16 May 2025, are considered when preparing the share register. Please note that this procedure may also apply with respect to shares held on a bank's shareholder deposit account and certain investment savings accounts.
A shareholder who wishes to be represented by proxy shall issue a written and dated Power of Attorney to the proxy holder. If the Power of Attorney is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The Power of Attorney must not be more than one year old, however, the Power of Attorney may be older if it is stated that it is valid for a longer term, maximum five years. The Power of Attorney in original as well as any Registration Certificate must be presented at the Annual General Meeting. The Company provides Power of Attorney-forms on the Company's website www.mobergpharma.se.
As per the date of this notice, there are a total of 47,879,854 ordinary shares in the Company, corresponding to in total 47,879,854 votes. Each ordinary share entitles the holder to one vote at the general meeting. No series C shares have been issued. At the time of issuing this notice, the Company holds 1,186,522 ordinary shares that do not qualify for voting rights at the general meeting.

The Nomination Committee consisting of the Mattias Klintemar representing Östersjöstiftelsen, Styrbjörn Zachau and Kerstin Valinder-Strinnholm, Chairman of the Board of Directors in the Company, proposes to elect Emil Hedberg from Advokatfirman Schjødt as Chairman of the Annual General Meeting, or in the event he is unable to participate, the individual appointed by the Board of Directors.
The Board of Directors proposes that no dividend should be paid for the financial year 2024.
The Nomination Committee proposes that the Board of Directors shall consist of five (5) persons and no deputies.
The Nomination Committee proposes that the Company should have one auditor and no deputy auditors.
The Nomination Committee proposes an unchanged renumeration, with an aggregate fee of SEK 1,160,000 that shall be paid to the Board Directors, of which SEK 400,000 to the Chairman and SEK 190,000 for all other Board Directors elected by the Annual General Meeting.
The Nomination Committee proposes that fees to the Auditors, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.

The Nomination Committee proposes re-election of Nikolaj Sörensen and Jonas Ekblom and election of Isabelle Ducellier, Otto Skolling and Richard Ding, as new Board members for the period until the end of the next Annual General Meeting. The Nomination Committee proposes election of Jonas Ekblom as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. This aligns with the intentions communicated by the Nomination Committee last year, when Kerstin Valinder Strinnholm announced her plan to retire in connection with the 2025 Annual General Meeting, and the Committee proposed Jonas Ekblom as the intended successor for election as Chairman of the Board at that meeting. Kerstin Valinder Strinnholm and Håkan Wallin are not available for re-election.
The Nomination Committee has made the assessment that the proposed Board Members have the best competence and experience with regard to the Company's operations and the market on which the Company operates and that they together constitute an appropriate composition. The Nomination Committee has evaluated several candidates with different backgrounds and has, in the evaluation process, had a particular focus on diversity and creating gender balance over time.
Otto Skolling has over 30 years of experience in product development, business development, and project management in the pharmaceutical and medical technology industries, with leading roles at companies such as Novozymes, Siemens Life Support Systems, and Pharmacia Upjohn. He has also been a board member at several companies including Asarina Pharma AB and Nanexa AB. Otto holds a master's degree in chemical engineering from KTH.Otto is currently the chairman of the board at Chordate Medical Holding AB and Pharmor AB, as well as a board member at Lipidor AB, Respinor AB (Publ), and Isles of Wines AB. He also works with business development for Dilafor AB. Otto has no financial interests in the Company and is independent of the company, its management, and major shareholders.
Isabelle Ducellier, a dual citizen of France and Sweden, was born in 1969. She has over 30 years of experience in building global brands in highly international environments. She began her career in the wine and spirits industry but has focused on consumer health since 2017. She has served as CEO of the world-leading probiotic company BioGaia, Secretary General of the Swedish Childhood Cancer Fund, and most recently CEO of Orkla Health—a key European player in VMS (Vitamins, Minerals, and Supplements), oral health, and a global manufacturer of wound care and first aid products. Isabelle has no financial interests in the company and is independent of the Company, its management, and major shareholders.
Richard Ding was born 1982 has more than 15 years of experience in global equity investment and maximizing shareholder value. Richard is also a serial entrepreneur who has co-founded, acquired and developed multiple businesses across finance, direct-to-consumer (DTC) goods, and healthcare. Richard currently serves as the CEO of How100.ai and Goldenwise Capital Group, as well as the Managing Director of BalanceGenics and The Stretching Institute of America. Richard holds an M.Sc. in Financial Mathematics from the University of British Columbia, Canada. Richard holds 2,713,938 shares in the Company and is independent of the Company, its management, and major shareholders.
The Nomination Committee proposes, in accordance with the board´s recommendation, re-election of Ernst & Young AB with the certified auditor Jens Bertling as responsible auditor for a period until the end of the next Annual General Meeting.

The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the two largest shareholders in terms of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear as per 30 September 2025, each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the two largest shareholders or owner groups declines to elect a representative, the third largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of three members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company's largest shareholder in terms of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other member of the Board of Directors may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the next Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the next Annual General Meeting:

The Board of Directors' proposes that the Annual General Meeting resolve on the following principles for remuneration to senior executives.
"Senior executive" refers to CEO, Head of Pharmaceutical Development & Operations, Senior Director Regulatory Affairs, Vice President Finance, Chief Medical Officer and Head of Supply.
The remuneration principles also apply to Board members to the extent that they receive remuneration outside the scope of their Board assignment. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed after adoption of the guidelines by the Annual General Meeting 2025. These guidelines do not apply to any remuneration that is decided on or approved by the general meeting.
Promotion of Moberg Pharma's business strategy, long-term interests and sustainability Moberg Pharma's business strategy include in-house sales combined with sales through distributors and partners. The Company's product development is performed through proven substances, which reduces the time to the market, the development cost and the risks compared to traditional drug development.
A condition for the successful implementation of Moberg Pharma's business strategy and its long-term interests, including its sustainability, is that Moberg Pharma is able to continue to recruit and retain qualified employees, the basic principle being that the remuneration system for the senior executives and other employees is market-based and competitive. These guidelines enable to offer the senior executives a competitive total remuneration.
Moberg Pharma has ongoing long-term incentive programs in place that have been resolved by the Annual General Meeting and which therefore are excluded from these guidelines. The performance requirements used to determine the outcome of Moberg Pharma's long-term incentive programs have a clear connection to the long-term value-making, including its sustainability. The Board of Directors proposal for LTI 2025 to be presented at the Annual General Meeting 2025 has performance requirements connected to the Company's operation and targets. For more information about these long-term incentive programs, please see Moberg Pharma's Annual Report for 2024, Note 19.
Remuneration of senior executives may consist of fixed salary, variable salary, pension and other customary benefits. Additionally, the general meeting may, irrespective of these guidelines, resolve on, among other things, share-related or share-price related remuneration.
Fixed salary shall be market-based and individually differentiated on the basis of the individual's role, performance, results and responsibilities. As a rule, fixed salary is adjusted once a year.
Variable salary shall be proportionate to the responsibilities and powers of the individual in question. Variable salary is based on the profit for the Company in relation to the targets established by the Board of Directors. These targets shall be designed so as to contribute to Moberg Pharma's business strategy and long-term interests, including its sustainability. Pensionable salary only consists of basic salary. Variable remuneration is generally capped at 30% of each executive's basic annual salary. The

evaluation of whether the predetermined performance targets have been fulfilled shall be made at the end of the measurement period and be based on the determined financial basis for the relevant period. Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment.
The CEO has a premium payment equivalent to 25% of base salary.
Other employees have a premium payment equivalent to maximum 30% of base salary. Other benefits may include, for example medical insurance (Sw. sjukvårdsförsäkring), phone benefits, meal benefits and shall be provided to the extent this is considered to be in line with market conditions.
In case of termination, the notice period is at least three months if this is on the initiative of the senior executive and between three and twelve months if the Company takes the initiative. Severance amounts may apply, however total remuneration during termination including severance amounts will never be more than twelve months' salary and variable salary.
In the event that Board members perform work over and above their customary Board assignment, the Board shall, in specific cases, be able to decide on additional remuneration in the form of consulting fees.
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information regarding the employee's total income, the components of the remuneration and the increase and growth rate over time, in the remuneration committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The Board decides on remuneration and terms of employment for the CEO. The Board annually evaluates the work of the CEO.
Regarding the remuneration and terms of employment of other senior executives, the CEO decides on the basis of the compensation guidelines for senior executives that have been approved by the Annual General Meeting.
The Board shall prepare proposals for new guidelines at least every four years and submit a proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting. The Board shall also monitor and evaluate variable remuneration programs as well as current remuneration structures and remuneration levels in Moberg Pharma. The CEO and other senior executives do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
The Board of Directors has the right to temporarily deviate from these guidelines where there is special reason to do so and it is necessary in order to serve Moberg Pharma's long-term interests, including its

sustainability, or to ensure Moberg Pharma's financial viability, for example, in connection with additional variable remuneration connected to specific achievements.
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Director's remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.

The Board of Directors proposes that the General Meeting resolves on:
Should the majority requirement under item 15 (B) not be reached, the Board of Directors proposes that the General Meeting approves the Company to enter into an equity swap agreement with a third party (item 15 (C)).
The Board of Directors proposes that the General Meeting resolves on the implementation of the LTI 2025 in accordance with below.
The Annual General Meeting of Moberg Pharma has during a number of years resolved to implement long-term incentive programs with the aim of recruiting, rewarding and retaining valuable employees in a more appropriate manner and promote and create long-term participation in the Moberg Pharma group, thereby closely aligning the employees' interest with those of Moberg Pharma's shareholders. The LTI 2025 substantially follows the structure of the, LTI 2024, LTI 2023 and LTI 2022 and is structured to create long-term incentives for members of the senior executives and other key employees in order to improve Moberg Pharma's development and create long-term values. In view of the terms proposed below, the size of the allotment and other circumstances, the Board of Directors assesses that the proposed Program is well-balanced and that it will be beneficial for the Company and its shareholders.

measurement period ("Performance Period"). The Performance Period runs from and including the day for this Annual General Meeting up until and including the date of announcement of the interim report for the period January - March 2028 (i.e. in May 2028).

Performance Share per Performance Share Right may be allocated (disregarding any recalculation under the terms of the Program).
The costs of the Program, which are charged in the profit and loss account, are calculated in accordance with the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the following assumptions: (i) a market price of the Moberg Pharma common share of SEK 7.90 based on the closing price as of 1 April 2025, (ii) no dividends are paid by Moberg Pharma during the Program and (iii) an assessment of total performance shares earned during the vesting period of 60%, (iv) an employee turnover of 15% per year. In total, this can lead to maximum costs for the Program of approximately SEK 1.7 million, excluding social security costs. The costs for social security

charges are estimated to approximately SEK 1,1 million assuming an annual share price increase of 20% during the Vesting Period.
The expected annual costs of the Program, including social security charges, correspond to approximately 3% of Moberg Pharma's total annual employee costs.
Upon full allotment of Performance Shares, the number of shares under the Program amounts to 633,247 common shares in Moberg Pharma, corresponding to a dilution effect of approximately 1.3 percent of the share capital and votes based on the number of outstanding shares in the Company.
The 198,966 C-shares that are intended to be issued, repurchased and thereafter converted and sold for the purpose of covering certain costs that will arise as result of the incentive programs in accordance with what is stated under item 15 (B) (I)-(IV) below, will, following the conversion into common shares, correspond to a dilution effect of approximately 0.4 percent of the share capital and votes based on the total number of outstanding shares in the Company.
The proposal regarding LTI 2025 has been prepared by the Board of Directors in consultation with external advisors and has been adopted by the Board of Directors.
The Board of Directors shall, within the framework of the above terms and conditions, be responsible for the implementation and management of the LTI 2025.
Moberg Pharma's ongoing share-based incentive programs and variable compensation to senior executives are described in the annual report for 2024, in note 7 and 20 to the consolidated financial statements. The Board of Directors' accounts of the evaluation of the principles for remuneration to senior executives which were published on Moberg Pharma's website, describes how Moberg Pharma applies its principles for remuneration to senior executives in accordance with the Swedish Corporate Governance Code.
The Board of Directors has evaluated different methods to secure the financial exposure and transfer of shares in accordance with the LTI 2025, such as transfer of own shares and an equity swap agreement with a third party. The Board of Directors considers a directed issue of redeemable and convertible series C shares and transfer of such shares to the Participants (following conversion of the shares to common shares) to be the most cost-effective and flexible method for hedging the financial exposure and transfer of own shares under the LTI 2025. In addition, the Board of Directors proposes, in accordance with item 15 (B) (IV) below, that the Board of Directors shall be authorized to transfer a

certain number of Moberg Pharma's own shares for the purpose of covering certain costs, primarily social security costs, that may arise as a result of incentive programs.
The Board of Directors proposes that the main option to secure the financial exposure shall be transfer of own shares (item 15 (B)), since the cost associated with an equity swap agreement vastly exceeds the costs of transferring own shares.
Should the majority requirement under item 15 (B) not be reached, the Board of Directors proposes that the General Meeting approves the entering into an equity swap agreement with a third party (item 15 (C)).
Authorization for the Board of Directors to resolve to issue redeemable and convertible series C shares, on one or more occasions, until the next Annual General Meeting.
The issue shall be effected on the following terms.
Authorization for the Board of Directors to resolve to repurchase all issued redeemable and convertible series C shares in the Company on the following terms.

The repurchase of own shares is an integrated part of the hedging arrangements for the Program. The reason for the proposed authorization to repurchase own shares is for the Company to be able to fulfil its obligations pursuant to the Program in a cost effective manner and to be able to transfer a certain number of Moberg Pharma's own shares for the purpose of covering certain costs, primarily social security costs, that may arise as a result of incentive programs.
The Board of Directors proposes that 633,247 shares issued and repurchased in accordance with item 15 B (I) and (II) (together with such own shares already held by the Company), after being converted into common shares, may be transferred to the Participants of the Program.
Resolution on transfers of the Company's own common shares to Program Participants shall be made on the following terms.
The Board of Directors proposes that the General Meeting resolves to authorize the Board of Directors to decide on transfers of 198,966 shares that are to be issued and repurchased in accordance with items 15 (B) (I) and (II) above (together with such own shares already held by the Company), after being converted into common shares.
For the purposes of covering certain costs, primarily social security costs, that may arise due to incentive programs, the Board of Directors proposes that the General Meeting resolves to authorize the Board of Directors to, on one or several occasions, before the next Annual General Meeting, resolve on transfers of a maximum of 198,966 common shares in the Company. Such transfer of common shares shall take place on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the shares, meaning the interval between the highest and lowest sale price as regularly announced by Nasdaq Stockholm.
Should the majority required under item 15 (B) above not be reached, the Board of Directors proposes that the General Meeting resolves that the expected financial exposure of the Program shall be hedged by the Company by entering into an equity swap agreement with a third party on terms in accordance

with market conditions, whereby the third party in its own name shall be entitled to acquire and transfer common shares in the Company to the Participants of the Program.
The General Meeting's resolution on the implementation of LTI 2025 according to item 15 (A) above is conditional upon the meeting either resolving in accordance with the Board of Directors' proposal under item 15 (B) above or in accordance with the Board of Directors' proposal under item 15 (C).
The General Meeting's resolutions according to item 15 (A) above require a simple majority among the votes cast. A valid resolution under item 15 (B) above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 15 (C) above requires a simple majority among the votes cast.
The issue, repurchase and the transfer of common shares in the Company form part of the proposed Program. Therefore, and in light of the above, the Board of Directors considers it benefit for the Company and the shareholders to offer the Program's Participants the opportunity to become shareholders in the Company.
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to, within the scope of the articles of association, with or without deviation from the shareholders' preemptive rights, on one or several occasions during the period until the next Annual General Meeting, resolve to increase the Company's share capital by issuing new shares, warrants and/or convertible debentures in the Company. The total number of shares, warrants and/or convertible debentures issued in accordance with this authorization may be equivalent to a maximum of twenty (20) per cent of the shares in the Company at the first time the Board of Directors makes a resolution by virtue of the authorization. The issues shall be made with issue rates at market rate, and where applicable be subject to issue discount at market rate, and payment may, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential right is that the Company shall be able to carry out issues in order to finance the Company's business, commercialization and development of the Company's products and / or the acquisition of products, project portfolios, businesses, companies or parts of companies.
The Board of Directors, Chief Executive Officer or any person appointed by the Board of Directors, is authorised to make any minor amendments and clarifications of the Annual General Meeting's resolutions that are required in connection with the filing with the Companies Registration Office and Euroclear.
A resolution in accordance with this proposal requires the support of shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.
If a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the company, the Board of Directors and the CEO must provide information concerning conditions that could influence the assessment of items on the agenda, information

concerning conditions that could influence assessments of the financial condition of the Company or subsidiaries as well as the Company's relationship with another Group company.
Copies of accounting documents and the audit report are available, and forms for power of attorney will be kept available for shareholders at the Company and on the Company's website www.mobergpharma.se, no later than three weeks before the Annual General Meeting. The Auditor's statement on the principles for remuneration to senior executives that have applied since the previous Annual General Meeting as well as other documents according to the Companies Act and the Swedish Code of Corporate Governance will be available for shareholders at the Company and on the Company's website as above, no later than three weeks before the Annual General Meeting. All of these documents will also, without charge, be sent to shareholders who so request and state their address. The documents will also be available at the Annual General Meeting.
For information on how personal data is processed in connection with the Annual General Meeting, see the integrity policy that is available at Euroclear's webpage, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Stockholm in April 2025 Moberg Pharma AB (publ)
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The Board of Directors
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