Notice of Extraordinary General Meeting in Cinclus Pharma Holding AB (publ)

Right to participate in the Extraordinary General Meeting and notice of participation
Participation at the venue
A shareholder who wishes to participate in the General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 9 January 2026, and (ii) no later than 13 January 2026 give notice by post to Cinclus Pharma Holding AB (publ), Kungsbron 1, 111 22 Stockholm, Sweden, or via e-mail to cincluspharma.generalmeetings@vinge.se. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants), as well as information about any proxy.
 
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.cincluspharma.com/. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy, the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 16 January 2026.

Participation by postal voting
A shareholder who wishes to participate in the General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 9 January 2026, and (ii) no later than 13 January 2026 give notice by casting its postal vote in accordance with the instructions below so that the postal vote is received by Cinclus Pharma no later than on that day.
 
A shareholder who wishes to participate in the General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation at the venue above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue. A special form shall be used for postal voting. The postal voting form is available on the company’s website www.cincluspharma.com/. A completed and signed form may be submitted by post to Cinclus Pharma Holding AB (publ), Kungsbron 1, 111 22 Stockholm, Sweden or via e-mail to cincluspharma.generalmeetings@vinge.se. The completed and signed form shall be received by Cinclus Pharma not later than 13 January 2026. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
 
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the company’s website www.cincluspharma.com/. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the General Meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.

Nominee-registered shares
To be entitled to participate in the General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 9 January 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 13 January 2026 are taken into account when preparing the share register.
 
Proposed agenda
1.            Opening of the General Meeting.
2.            Election of chairperson of the General Meeting.
3.            Preparation and approval of the voting list.
4.            Approval of the agenda.
5.            Election of one or two persons who shall approve the minutes.
6.            Determination of whether the General Meeting has been duly convened.
7.            Determination of the number of members of the Board of Directors.
8.            Determination of remuneration to the Board of Directors.
9.            Election of a new member of the Board of Directors.
10.         Closing of the General Meeting.

Nomination Committee’s proposals
Proposal of chairperson of the Extraordinary General Meeting, the number of the members of the Board of Directors, remuneration to the Board of Directors and election of a member of the Board of Directors (items 2 and 7-9)
The Nomination Committee has submitted the following proposals:

− Dain Hård Nevonen, member of the Swedish Bar Association, from Advokatfirman Vinge, or, if he is prevented from attending, the person designated by the Nomination Committee in his place, is proposed to be elected chairperson of the Extraordinary General Meeting (item 2).

− The Board of Directors shall continue to consist of seven members elected by the General Meeting, without deputies, for the period until the next Annual General Meeting (item 7).
− The resolution of the Annual General Meeting on 22 May 2025 regarding remuneration to the Board of Directors shall continue to apply (item 8).
− Kjell Andersson is proposed to be elected as a new member of the Board of Directors for the period until the end of the next Annual General Meeting, whereby it is noted that Peter Unge will resign as a member of the Board of Directors in connection with the Extraordinary General Meeting (item 9).

 Information about the proposed member of the Board of Directors is set out below.

Kjell Andersson
Born: 1957
Nationality: Swedish.
Education: Ph.D. in Pharmacology from Lund University.
Experience: CEO of Cinclus Pharma Holding AB.
Other current assignments: Chief Scientific Officer and founder of Cinclus Pharma. Member of the Board of Directors of OBX Invest AB. CEO of Cinclus Pharma AG.
Independence/Dependence in relation to the company/major shareholders: Dependent in relation to the company and its management. Independent in relation to the company’s major shareholders. Shareholding in Cinclus Pharma: 1,908,000 ordinary shares (indirectly through company).
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Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Cinclus Pharma Holding AB (publ), Kungsbron 1, 111 22 Stockholm, Sweden or via e-mail to cincluspharma.generalmeetings@vinge.se.

Number of shares and votes
There are 47,392,219 shares outstanding in Cinclus Pharma, corresponding to 46,623,232 votes, of which 854,430 are class C shares which entitle to 1/10 vote per share and 46,537,789 are ordinary shares which entitles to one vote per share. As of the date of this notice, the company holds 854,430 class C shares.

Documentation
Relevant documents are available at the company’s office at Kungsbron 1, Hiss G, Plan 4, 111 22 Stockholm, Sweden, and on the company’s website www.cincluspharma.com/, no later than three weeks before the General Meeting. Moreover, the nomination committee’s motivated statement is available at the company at the above address, as well as on www.cincluspharma.com/, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have any questions regarding our processing of personal data, please contact us by e-mail at gdpr@cincluspharma.com.
 
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
 

Stockholm, December 2025

Cinclus Pharma Holding AB (publ)
The Board of Directors