Notice of Extraordinary General Meeting in Ascelia Pharma AB

Right to participate and notice of participation
Shareholders wishing to attend the meeting must:

• be registered in the company’s share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Tuesday 22 October 2024; and
• have notified their participation to the company no later than Thursday 24 October 2024, by mail to Ascelia Pharma AB, att: Julie Waras Brogren, Hyllie Boulevard 34, SE-215 32 Malmö, Sweden, by e-mail to jwb@ascelia.com or by phone +46 (0)735 179 116. The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares
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 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 Thursday 24 October 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxies etc.
Shareholders intending to participate by proxy must issue a written, signed and dated power of attorney. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company’s website (www.ascelia.com) and will be sent by mail to the shareholders who request it and state their address.

Proposed agenda
0. Opening of the meeting.
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons who shall approve the minutes of the meeting.
5. Determination of whether the meeting was duly convened.
6. Determination of the number of members of the board of directors.
7. Election of new member of the board of directors.
8. Determination of remuneration for the new member of the board of directors.
9. Closing of the meeting.

Proposed resolutions
Item 1: Election of chairman of the meeting
The Nomination Committee proposes that lawyer Ola Grahn is elected as chairman of the meeting.

Item 6: Determination of the number of members of the board of directors
At the annual general meeting held on 6 May 2024, it was resolved that the board of directors shall be composed of five members.

The Nomination Committee now proposes that the board of directors shall be composed of six members until the end of the next annual general meeting.

Item 7: Election of new member of the board of directors
At the annual general meeting held on 6 May 2024, it was resolved to re-elect Peter Benson, Niels Mengel, Helena Wennerström, Hans Maier and Lauren Barnes as board members, and to re-elect Peter Benson as chairman of the board of directors.

The Nomination Committee proposes that Marianne Kock is elected as new board member for the time period up until the end of the next annual general meeting alongside the board members who were elected at the annual general meeting held on 6 May 2024.

Marianne Kock (born 1955) is an experienced pharmaceutical executive with a broad background from discovery, development, regulatory affairs and commercialization of new products on the markets in USA, Europe and Asia. Marianne Kock currently serves as the chairman of the board of directors of Ferring Pharmaceuticals A/S.

Other current positions: Board member of Asarina Pharma AB (publ), Biosergen AB and the Danish Chamber of Commerce (Dk. Dansk Erhverv). CEO and board member of Farmaceutisk Laboratorium Ferring A/S. Member of the management team (Dk. Direktion) in Pharma Insight ApS.

Marianne Kock is considered independent in relation to the company, its senior management and major shareholders. Marianne Kock does not own shares in the company.

Item 8: Determination of remuneration for the new member of the board of directors
At the annual general meeting held on 6 May 2024, it was resolved that board remuneration shall be paid with SEK 525,000 to the chairman of the board and with SEK 262,500 to each of the other board members who are not employed by the company. In addition, it was resolved that that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee and with SEK 25,000 to each of the other members of the Audit Committee, with SEK 100,000 to the chairman of the Commercialization Committee and with SEK 25,000 to each of the other members of the Commercialization Committee, with SEK 50,000 to the chairman of the Remuneration Committee and with SEK 25,000 to each of the other members of the Remuneration Committee. It was finally resolved that, in addition to the above, board members residing outside of Europe shall be paid additional board remuneration with SEK 10,000 per physical board meeting attended.

In light of that the Nomination Committee, pursuant to items 6 and 7, proposes that a new board member is elected, the Nomination Committee proposes that board remuneration shall be paid with SEK 131,250 to Marianne Kock for the time period up until the end of the next annual general meeting (corresponding to a yearly remuneration of SEK 262,500). In addition, the Nomination Committee further proposes that any remuneration for committee work to Marianne Kock shall be paid according to the remuneration levels resolved by the annual general meeting 2024 on a pro-rata basis for the remaining time period up until the end of the annual general meeting 2025.

Shareholders’ right to information
Shareholders who are present at the meeting have the right to request information regarding circumstances that may affect the assessment of an item on the agenda in accordance with Chap. 7 Sec. 32 item 1 in the Swedish Companies Act (Sw. aktiebolagslagen).

Meeting documents
The Nomination Committee’s reasoned statement regarding its proposals and other documents for the meeting will be kept available at the company’s office, at Hyllie Boulevard 34, SE-215 32 Malmö, Sweden, and at the company’s website (www.ascelia.com) as from no later than three weeks before the 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 meeting.

Number of shares and votes in the company
As per the date of the notice to the meeting, the total number of shares in the company amounts to 97,193,153 shares, of which 96,079,722 are ordinary shares with one vote per share and 1,113,431 are series C shares with one-tenth of a vote per share. The number of votes in the company amounts to 96,191,065.1 votes. The company holds all 1,113,431 outstanding series C shares, corresponding to 111,343.1 votes, which cannot be represented at the meeting.

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Malmö in October 2024
Ascelia Pharma AB (publ)
The Board of Directors