Pörssitiedote

Notice of annual general meeting of Enorama Pharma AB (publ)

The shareholders of Enorama Pharma AB (publ), reg. no. 556716-5591 (the "Company" or "Enorama Pharma"), are hereby invited to attend the annual general meeting on 16 June 2026 at 14:30 at Advokatfirman Delphi's premises at Nordenskiöldsgatan 11 A, 211 19 in Malmö.

Right to participate and notification

Anyone wishing to attend the meeting must:

  1. be registered as a shareholder in the share register prepared by Euroclear Sweden AB as of the record date of 8 June 2026, and
  2. notify the Company of their participation no later than 10 June 2026.

Notification of participation shall be sent by email to bolagsstamma@enorama.se. Notification may also be sent by post to Enorama Pharma, att: Bolagsstämma, Strandvägen 7A, 114 51 Stockholm. The notification should state the full name, personal or corporate identity number, shareholding, address, telephone number, email address and, where applicable, details of any representatives, proxies or advisors (maximum two).

Proxy and power of attorney

If a shareholder is to be represented by proxy, the proxy must bring a written, dated power of attorney, signed by the shareholder in original, to the meeting. The power of attorney may not be more than one year old, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate registration at the meeting, a copy of the power of attorney and other authorisation documents should be attached to the notification to the meeting. Proxy forms are available on the Company's website, www.enorama.se, and will be provided by post upon request.

Nominee-registered shares

To be entitled to participate in the meeting, shareholders whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance for the meeting, have the shares registered in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as at 8 June 2026. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registration completed no later than 10 June 2026 will be taken into account when preparing the share register.

Proposal for the agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination of whether the meeting has been duly convened
  7. Presentation of the annual report and the auditor's report and, where appropriate, the consolidated accounts and the consolidated auditor's report
  8. Resolution
    1. on the adoption of the profit and loss account and balance sheet, and, where appropriate, the consolidated profit and loss account and consolidated balance sheet
    2. on the appropriation of profit or loss according to the adopted balance sheet, and
    3. on the discharge from liability for the members of the board of directors and the CEO
  9. Determination of the number of board members and deputy board members, as well as the number of auditors and deputy auditors
  10. Determination of directors' and auditors' fees
  11. Election of the board of directors and auditors, as well as any deputy board members or deputy auditors
  12. Authorisation for the board of directors to decide on issue of shares, warrants and/or convertibles
  13. Closing of the meeting

Proposed resolutions

Item 2 - Election of chairman of the meeting

The nomination committee proposes that Micael Karlsson, attorney at law, at Advokatfirman Delphi, be elected as chairman of the meeting.

Item 8.b - Appropriation of profit or loss according to the adopted balance sheet

The board of directors proposes to the annual general meeting to dispose of the Company's result in accordance with the board's proposal in the annual report. The board of directors proposes that no dividend be paid for the financial year 2025.

Item 9 - Determination of the number of board members and deputy board members, as well as the number of auditors and deputy auditors

The nomination committee proposes that the annual general meeting resolves that the board of directors shall consist of seven (7) ordinary members without deputies.

The nomination committee further proposes that one (1) authorised audit firm be elected as auditor, without deputy auditors.

Item 10 - Determination of directors' and auditors' fees

The nomination committee proposes that the annual general meeting resolves that remuneration to non-employee board members elected by the annual general meeting shall be paid at a rate of three (3) price base amounts to the chairman of the board of directors, and two (2) price base amounts each to the other ordinary board members.

The nomination committee further proposes that the annual general meeting resolves that remuneration to non-employee members of the nomination committee shall be paid at a rate of half (0.5) the price base amount to each member. The Company shall be responsible for personal expenses that may arise in connection with the performance of duties on the board, committees or the nomination committee.

Members who are employees of the Company or are nominated by shareholders holding more than 10% of the Company's total outstanding shares at the time of the annual general meeting are not covered by the above remuneration proposal.

Item 11 - Election of the board of directors and auditors, as well as any deputy board members or deputy auditors

The nomination committee proposes that the annual general meeting resolves to re-elect the board members Fredrik Olsson, Tanu Tandan, Mikael Åbom, Ara Abrahamian, YK Agrawal, Rajesh Kumar and Richard Svensson for the period until the next annual general meeting. It is proposed that Ara Abrahamian be re-elected as chairman of the board of directors.

The Nomination Committee assesses that the Board of Directors has functioned well during the period from and including the 2025 Annual General Meeting. Furthermore, it is assessed that the Board of Directors has the competence to manage the Company's continued development. According to the Nomination Committee's assessment, continuity in the Board's work is of great importance to the Company both in creating good conditions to drive the Company's various projects forward and thereby creating value for the shareholders.

The issue of the independence of the Board members has been discussed by the Nomination Committee. In the opinion of the Nomination Committee, the proposal for the composition of the Board of Directors meets the requirements set out in the Swedish Code of Corporate Governance regarding independent members. The Nomination Committee has particularly taken into account the requirement for diversity and the requirement to strive for an even gender distribution, which will continue to be of the highest priority.

The composition of the Board of Directors further meets the requirement that at least two of the Board members who are independent in relation to the Company and the management are also independent in relation to the Company's major shareholders.

The nomination committee further proposes that the annual general meeting resolves to re-elect Ernst & Young AB. Ernst & Young AB has announced that, should the meeting resolve in accordance with the proposal, the authorised public accountant Erik Mauritzson will be appointed as auditor in charge.

Item 12 - Authorisation for the board of directors to decide on issue of shares, warrants and/or convertibles

The board of directors proposes that the meeting authorises the board of directors to, on one or more occasions during the period up to the next annual general meeting, resolve to increase the Company's share capital through a new issue of shares and/or convertibles and/or warrants entitling the holder to convert into or subscribe for new shares. The board of directors shall be authorised to decide on such an issue with deviation from the shareholders' preferential rights and/or with provisions for payment in cash or by way of a contribution in kind, set-off or otherwise on terms in accordance with Chapter 2, Section 5, second paragraph, points 1-3 and 5 of the Companies Act (2005:551).

Issue pursuant to this authorisation shall be made at a market-based subscription price, subject to a market-based issue discount where applicable. The board of directors shall have the right to otherwise determine the terms and conditions of issue pursuant to this authorisation, as well as who shall be entitled to subscribe for new shares, convertibles and/or warrants. The board of directors, or a person appointed by the board of directors, is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

The reason why the board of directors should be able to decide on issue with deviation from the shareholders' preferential rights or otherwise on the terms set out above is that the board wishes to have the possibility to seek additional capital from both existing shareholders and external investors.

Majority requirement

For a resolution to be valid in accordance with item 12, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Available documents

The annual report and the auditor's report will be available at the Company and on the Company's website, www.enorama.se, for at least three weeks prior to the meeting. The full proposals for resolutions are included in the notice of the meeting. The documents will be sent on request to shareholders who provide their postal address.

Information at the annual general meeting

Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.

Processing of personal data

For information on how your personal data is processed in connection with the annual general meeting, see:

https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Integritetspolicy_bolagsstammor.pdf

__________________

Stockholm in May 2026

Enorama Pharma AB (publ)

The Board of Directors

CONTACT

Enorama Pharma AB (publ)
Bengt Jönsson, acting CEO

info@enorama.se
Strandvägen 7A, 114 51 Stockholm.
www.enorama.se

Enorama Pharma AB is listed on Nasdaq First North Growth Market.

The Company's Certified Adviser is Tapper Partners AB, +46 (0)70 44 010 98,ca@tapperpartners.se .

ABOUT ENORAMA PHARMA

Enorama Pharma's vision is to be a leading global manufacturer and supplier of consumer-friendly, oral nicotine products. The Company intends to expand through product and brand development and by establishing strategically important partnerships. For more information, visit www.enorama.se.