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RYVU Therapeutics S.A. Remuneration Information 2021

Apr 20, 2021

5798_rns_2021-04-20_b6fc3bfb-f162-4aff-9c59-afbfc9809667.html

Remuneration Information

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The Management Board of Ryvu Therapeutics S.A. ("Company") herebyinforms about receiving on April 20, 2021 a letter of intent from Mr.Paweł Przewięźlikowski - the main shareholder and President of theManagement Board of the Company ("Shareholder"), regarding declarationof donation of part of the shares held by the Shareholder for thepurpose of establishing an incentive program for employees andassociates of the Company ("Program").

Key assumptions of the Program

The Program will include a total number of 1.247.720 ordinary shares ofthe Company ("Shares") representing 25% of the Company's shares held bythe Shareholder. The program will be implemented by granting theEligible Persons (as defined below) the right to acquire Shares at apreferential price.

Every person who has an employment or other professional relationshipwith the Company will be entitled to participate in the Program. Thelist of Program participants will be prepared on the basis of theShareholder's recommendation and approved by the Supervisory Board inrelation to the Members of the Management Board of the Company and bythe Management Board of the Company in relation to other persons("Eligible Persons"). Participation in the program will be voluntary.

The Shares will be donated to the Company by the Shareholder free ofcharge, and the Eligible Persons will be granted a right to acquireShares at a preferential price ensuring the coverage of the Programcosts incurred by the Company (such as: legal advice, brokerage fees,bank fees and others), but not more than 1 PLN per Share. Theimplementation of the Program will not affect the balance of theCompany's equity.

The Eligible Persons will be obliged to remain in an employment or otherprofessional relationship with the Company and not to dispose the Sharesgranted under the Program, within a period not less than 12 months andnot longer than 36 months from the date of purchase of the Shares,unless they will be relieved from that obligation, which may happen onan exceptional basis.

In order to implement the Program, the Company:

a) has adopted today the resolution of the Management Board initiatingthe Program as proposed by the Shareholder;

b) will immediately convene the Extraordinary General Meeting ofShareholders of the Company, the agenda of which will include theadoption of resolutions on the establishment of the Incentive Program bythe Company;

c) will conclude a Share Donation agreement with the Shareholder nolater than on the day preceding the commencement of the Program by theCompany;

d) will conclude agreements with Eligible Persons for participation inthe Program and take all actions necessary to implement the Program, inaccordance with the resolution of the General Meeting after its adoption.

The Management Board of the Company emphasizes that due to the fact thatthe Shares will be donated by the Shareholder, as the result of theincentive Program the remaining shareholders of the Company will not bediluted.

Goal of the Program

The purpose of implementing the incentive program as proposed will be:i) ensuring optimal conditions for long-term growth of the Company'svalue by creating a broad employee participation shareholding structure;ii) creating an incentive that will motivate employees to act even moreactively in the best interest of the Company and its shareholders andencourage them to stay in a long-term relationship with the Company;iii) building a modern organization in which the increase in the valueof the Company will translate directly into an increase in the wealth ofthe employees and associates of the Company.