EQL Pharma : Resolution on implementation of a long-term incentive program

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 Board of Directors' proposal for resolution on implementation of a long-term incentive program

The board of directors of EQL Pharma AB, Reg. No. 556713-3425, proposes that the annual general meeting on 17 August 2023 resolves to implement a long-term incentive program for the company's CBDO and COO, based on issue of warrants (the "Warrants Program 2023/2028").

To implement the Warrants Program 2023/2028, the board of directors proposes that the annual general meeting resolves on directed issue of warrants, on the following terms and conditions:

1. A maximum of 150,000 warrants shall be issued within the framework of the Warrants Program 2023/2028.
2. With deviation from the shareholders' preferential rights, the Warrants Program 2023/2028 shall only include the company's CBDO and COO in accordance with the following distribution:

Category	Number of warrants
CBDO	Maximum 100,000 warrants.
COO	Maximum 50,000 warrants.

1. The overall reason for the implementation of the Warrants Program 2023/2028 and the deviation from the shareholders' preferential rights are to be able to create possibilities for the company to retain competent staff by offering a long-term ownership engagement for the participants. Such long-term ownership engagement is expected to contribute to an increased alignment of interests between the participants and the shareholders, and also ensure a long-term commitment to the company's development.
2. Subscription of the warrants shall be made on a separate subscription list on 15 September 2023, at the latest, with a right for the board of directors to prolong this period.
3. Right to subscribe for warrants under the Warrants Program 2023/2028 requires that the participants, at the time of subscription, are employed by the company (or another company in the EQL Pharma Group) or have signed an agreement regarding it and have not, at such time, informed or been informed that the employment will be terminated. In connection with allotment, the company shall, unless it entails negative taxation consequences for the company or the participants, reserve the right to repurchase warrants if the participants'

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employment or assignment in the company ends, or if the participants in turn wish to transfer the warrants.

1. The participants can subscribe for a lower number of warrants compared to what the participants are offered. Over-subscription cannot occur.
2. The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula. According to a preliminary valuation, the market value of the warrants corresponds to approximately SEK
3. 1. per warrant (assuming a share price of SEK 30.51, a subscription price of SEK
   1. per share, a risk-free interest of 2.855 per cent and a volatility of 30.7 per cent), calculated in accordance with the Black Scholes valuation formula.
4. Payment for the warrants shall be made against cash consideration no later than one week from the time of subscription, with a right for the board of directors to prolong this period.
5. Each warrant entitles the right to subscribe for one new share in the company for a subscription price per share corresponding to 200 per cent of the volume weighted average price according to Spotlight Stock Market's official price list for shares in the company during the ten trading days that follows immediately after the publication of the company's interim report for April - June 2023. 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.
6. Subscription of shares by virtue of the warrants may be effected from and including 1 June 2028 to and including 30 June 2028.
7. A share that has been issued by virtue of a warrant confers the right to dividend the first time on the record date for dividends that occurs immediately following effectuation of subscription to such extent that the share has been recorded in the company's share ledger as interim share.
8. Applicable terms for re-calculation and other terms and conditions for the warrants are set forth in the enclosed terms and conditions for the warrants 2023/2028; Appendix A.
9. In case all warrants are exercised for subscription of new shares, the share capital will increase with SEK 6,750.

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Costs, impact on key ratios, dilution etc.

As the warrants in the Warrants Program 2023/2028 will be issued to the participants 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 2023/2028. The costs related to the

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Warrants Program 2023/2028 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 2023/2028 are exercised for subscription of new shares, a total of 150,000 new shares will be issued, which corresponds to a dilution of approximately 0.51 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 2023/2028. The dilution had only had a marginal effect on the key figure earnings per share for the financial year 2022/2023.

There are currently outstanding incentive programs in the company in the form of three warrants programs through which a maximum of 582,000 new shares may be issued if all warrants issued and held by participants are exercised for subscription of shares. If all warrants issued and held by participants and are proposed to be issued under Warrants Program 2023/2028 are fully exercised for subscription of shares, a total of 732,000 new shares will be issued, which corresponds to a total dilution of approximately 2.46 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 recalculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.

Preparation of the proposal

The proposal for the Warrants Program 2023/2028 has been prepared by the board of directors in consultation with external consultants.

Majority requirements

The board of directors' proposal to implement the Warrants Program 2023/2028 is subject to the provisions in Chapter 16 of the Swedish Companies Act, and a valid resolution hence requires that the proposal is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the meeting.

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The company's Chairman of the board of directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

____________________

Lund in July 2023

The Board of Directors of EQL Pharma AB (publ)

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Appendix A

TERMS AND CONDITIONS FOR WARRANTS 2023/2028

IN EQL PHARMA AB

1. Definitions

In these terms and conditions:

"the bank"	means the bank or account keeping institute retained
	by the company from time to time to manage certain
	tasks pursuant to, or provided for by, these terms and
	conditions.
"banking day"	means a day that is not a Saturday, Sunday or another
	public holiday in Sweden, or which as regards the
	payment of promissory notes is not equated with a
	public holiday in Sweden.
"the company"	means EQL Pharma AB, Reg. No. 556713-3425.

"the Companies Act"	means the Swedish Companies Act (Sw.
	aktiebolagslagen (2005:551)).
"Euroclear"	means the Swedish central securities depositary
	Euroclear Sweden AB or any other central securities
	depositary according to Act on Account Keeping of
	Financial Instruments (Sw. lagen (1998:1479) om
	värdepapperscentraler och kontoföring av finansiella
	instrument).
"market quotation"	means, in relation to any shares, securities or other
	rights, that the relevant shares, securities or rights are
	listed on a stock exchange, trading platform,
	authorised market place, regulated market or a similar
	market place.
"securities account"	means a securities account (Sw. värdepapperskonto
	('avstämningskonto')) with Euroclear on which the
	respective warrant holder's holdings of warrants are
	registered or, as the case may be, shares in the
	company issued pursuant to subscription are to be
	registered.

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"subscription"	means subscription, upon exercise of warrants, for new
	shares in the company in exchange for cash payment in
	accordance with these terms and conditions.
"subscription period"	means the period during which subscription can be
	made according to these terms and conditions.
"subscription price"	means the price at which subscription can be effected
	according to these terms and conditions.
"warrant"	means a right to subscribe for new shares in the
	company in exchange for cash payment in accordance
	with these terms and conditions.
"warrant holder"	means the holder of a warrant.

1. Number of warrants, registration etc.
   The number of warrants shall not exceed 150,000.
   The warrants shall be registered by Euroclear in a securities register pursuant to the Swedish Act on Account Keeping of Financial Instruments (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument), thus, no physical warrant certificates will be issued, or, if the board of directors so resolves, be represented by warrant certificates issued to a certain person.
   If the warrants are registered in a securities register, the warrants will be registered on behalf of the warrant holders on their respective securities accounts. Registrations relating to the warrants in connection with measures pursuant to Clauses 6, 8 or 11 below will be effected by the bank. A warrant holder's request for other registration shall be made to the account keeping institute with which the warrant holder has opened its securities account.
   The company undertakes to effectuate subscription in accordance with these terms and conditions.
2. Right to subscribe for new shares
   Each warrant entitles the warrant holder to subscribe for one new share in the company at a subscription price per share which corresponds to 200 per cent of the volume weighted average price according to Spotlight Stock Market's official price list for shares in the company during the ten trading days that follows immediately after the publication of the company's interim report for April - June 2023. 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.
   The subscription price as well as the number of shares that each warrant confers right to subscribe for can be subject to adjustment in accordance with the

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