Annual General Meeting in Oncopeptides AB (publ)

A shareholder may participate in the Annual General Meeting at the venue (in person or represented by a proxy) or through advance voting (postal voting).

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue (in person or represented by a proxy) must (i) be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on 16 May 2023, and (ii) no later than 19 May 2023 give notice of its intention to participate through mail or e-mail.

Notice of intention to participate in the Annual General Meeting can be given:
– by mail addressed to Oncopeptides AB (publ), “AGM”, Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and
– by e-mail to lisa.andersson@oncopeptides.com.

When providing such notice, the shareholder should 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. Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Proxy forms are available at www.oncopeptides.com. The proxy should be sent to the Company as set out above well in advance of the Annual General Meeting. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed.

Participation by voting in advance

A shareholder who wishes to participate in the Annual General Meeting by voting in advance (postal voting) must (i) be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on 16 May 2023, and (ii) notify its intention to participate in the Meeting no later than 19 May 2023, by casting its advance vote in accordance with the instructions below so that the advance voting form is received by the Company no later than on that day.

A shareholder who wishes to participate in the Annual 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 in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when voting in advance. The form is available on www.oncopeptides.com. A completed and signed form may be submitted via mail addressed to Oncopeptides AB (publ), “AGM”, Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and by e-mail to lisa.andersson@oncopeptides.com. The completed form shall be received by Oncopeptides AB (publ) not later than 19 May 2023. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes in advance by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available at www.oncopeptides.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.

If a shareholder has voted in advance and attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Nominee registered shares

To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 16 May 2023. 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 19 May 2023 are taken into account when preparing the register of shareholders.

Proposed agenda

1. Opening of the Annual General Meeting;
2. election of chairman of the Annual General Meeting;
3. preparation and approval of voting list;
4. approval of the agenda;
5. election of one or two persons to approve the minutes;
6. determination as to whether the Annual General Meeting has been duly convened;
7. presentation by the CEO;
8. presentation of the annual report and auditor’s report and of the group annual report and the group auditor’s report;
9. resolutions in respect of
   1. adoption of the profit and loss statement and balance sheet and the group profit and loss statement and group balance sheet;
   2. allocation of the Company’s profit or loss in accordance with the adopted balance sheet;
   3. the discharge from liability for the members of the Board of Directors and the CEO;
10. determination of the number of members of the Board of Directors and the number of auditors to be elected at the Annual General Meeting;
11. determination of directors’ and auditors’ fees;
12. election of members of the Board of Directors and Chairman of the Board of Directors;
    1. Per Wold-Olsen, re-election
    2. Brian Stuglik, re-election
    3. Cecilia Daun Wennborg, re-election
    4. Jarl Ulf Jungnelius, re-election
    5. Per Samuelsson, re-election
    6. Jennifer Jackson, re-election
    7. Chairman of the Board of Directors: Per Wold-Olsen, re-election
13. election of auditor;
14. presentation of the Board of Directors’ remuneration report for approval;
15. resolution on the introduction of a long-term shareholder program for members of the Board of Directors;
    1. proposal for resolution on adoption of a long-term shareholder program for members of the Board of Directors
    2. proposal regarding authorisation for the Board of Directors to resolve on a directed share issue of class C shares, authorisation to repurchase issued class C shares and resolution on transfer of own ordinary shares
    3. proposal regarding equity swap agreement with a third party
16. resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and/or convertibles;
    1. main proposal
    2. alternative proposal
17. closing of the Annual General Meeting.

The Nomination Committee’s proposed resolutions

Election of chairman of the Annual General Meeting (item 2)

The Nomination Committee has proposed that Johan Winnerblad from the law firm Vinge, is elected chairman of the Annual General Meeting.

Determination of the number of members of the Board of Directors and the number of auditors to be elected at the Annual General Meeting (item 10)

The Nomination Committee proposes that the Board of Directors should consist of six directors and that one chartered auditing firm should be elected as auditor.

Determination of directors’ and auditors’ fees (item 11)

The Nomination Committee proposes remuneration to the Board of Directors with three components where the basic remuneration corresponds to a value of SEK 2,250,000, work in committees and travel allowance corresponds to SEK 607,500 and share awards a value of SEK 1,950,000. Total remuneration corresponds to a value of SEK 4,807,500 until the end of the Annual General Meeting 2024. The proposed remuneration for ordinary work of the Board of Directors (excluding work in committees and travel allowance) for the period until the end of the Annual General Meeting 2024 corresponds to a total value of SEK 4,200,000.

The Nomination Committee considers that it is desirable for the Board members elected by the Annual General Meeting to be shareholders in Oncopeptides in order to strengthen common interests in the Company. The Nomination Committee therefore proposes that the Annual General Meeting 2023 resolves that 50 per cent (excluding remuneration for committee work or travel allowances) of the ordinary fixed remuneration consist of Share Awards in Board SHP 2023 in accordance with item 15 below.

Remuneration for ordinary work of the of Board of Directors are proposed to be allocated in accordance with the following:

• SEK 1,500,000 to the Chairman of the Board of Directors (of which 50 per cent in cash and 50 per cent in Share Awards); and
• SEK 600,000 to each of the other Board members (of which 50 per cent in cash and 50 per cent in Share Awards) however, that Per Samuelsson has declined to receive Share Awards and will therefore only receive 50 per cent in cash.

The resolution on remuneration in the form of share awards in accordance with this item 11 is conditional on the Annual General Meeting resolving on Board SHP 2023 in accordance with item 15 below. Should the majority requirement for item 15 not be met, the Nomination Committee proposes that the remuneration amounts stated above be paid in full in cash, whereby the Board members are requested to invest 50 per cent of the remuneration amount (net of tax) in shares in the Company by buying shares on the market.

In addition to the above proposed remuneration for ordinary board work, each of the Board members residing in the United States shall receive an additional amount of SEK 100,000 and each of the Board members residing in Europe, but outside the Nordics, shall receive an additional amount of SEK 50,000.

The proposed remuneration for work within the committees of the Board of Directors for the period until the end of the Annual General Meeting 2024 amounts to a total of SEK 357,500 and shall be allocated in accordance with the following:

• SEK 82,500 to the Chairman of the Audit Committee and SEK 27,500 to each of the other two members;
• SEK 55,000 to the Chairman of the Remuneration Committee and SEK 27,500 to each of the other two members; and
• SEK 55,000 to the Chairman of the Scientific Committee and SEK 27,500 to each of the other two members.

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the auditor is paid according to approved invoices.

Election of members of the Board of Directors and Chairman of the Board of Directors (item 12)

The Nomination Committee proposes the re-election of Per Wold-Olsen, Brian Stuglik, Cecilia Daun Wennborg, Jarl Ulf Jungnelius, Per Samuelsson and Jennifer Jackson, with Per Wold-Olsen as Chairman of the Board of Directors.

Detailed presentations of the persons proposed by the Nomination Committee for re-election are included as an appendix to the Nomination Committee’s statement, available on the Company’s website, www.oncopeptides.com.

Election of auditor (item 13)

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, the re-election of the charted auditing firm Ernst & Young AB (EY), with the request that Anna Svanberg is appointed as auditor in charge.

Resolution on the introduction of a long-term shareholder program for members of the Board of Directors (item 15)

The Nomination Committee proposes that the Annual General Meeting resolves to implement a long-term shareholder program for members of the Board of Directors of Oncopeptides (“Board SHP 2023”) in accordance with items 15 (a) – (b) below. The resolutions under items 15 (a) – (b) below are proposed to be conditional upon each other. Should the majority requirement for item 15 (b) below not be met, the Nomination Committee proposes that Oncopeptides shall be able to enter into an equity swap agreement with a third party in accordance with item 15 (c) below and resolutions under items 15 (a) and 15 (c) shall then be conditional upon each other.

Board SHP 2023 is a program under which the participants will be granted share awards (“Share Awards”) that entitle to ordinary shares in Oncopeptides to be calculated in accordance with the principles stipulated below, however not more than 245,000 ordinary shares. As part of the implementation of Board SHP 2023 it is proposed that the Board of Directors, in order to cover the delivery of shares to the participants, be authorised to resolve on issue and purchase of class C shares and resolution on transfer of ordinary shares in accordance with item 15 (b) below.

Proposal for resolution on adoption of a long-term shareholder program for members of the Board of Directors (item 15 (a))

The rationale for the proposal

The Nomination Committee considers that it is desirable for Board members to be shareholders in the Company in order to strengthen common interests. Furthermore, an equity based program is a central part of a competitive remuneration in order to attract, retain and motivate internationally competent members of the Board of Directors. In the opinion of the Nomination Committee the Board SHP 2023 as well as the previous years’ Board LTIP will increase and strengthen the participants’ dedication to Oncopeptides’ operations, improve Company loyalty and that Board SHP 2023 will be beneficial to both the shareholders and Oncopeptides. By having annual board equity programs, an individual board member can over time build a more meaningful equity position that will further incentivize long-term behavior and also honor members that have served and intend to serve the Company for many years. The Nomination Committee requests the Board members to keep their received shares at least as long as the Board member is part of the Board of Directors, with the exception of financing tax as a consequence of this shareholder program.

Per Samuelsson, who is associated with the main owner, HealthCap VI L.P, has chosen to refrain from participating in the shareholder program.

Conditions for Share Awards

The following conditions shall apply for the Share Awards:

• The Share Awards shall be granted to the participants based on a share of the participants’ board remuneration in accordance with what follows from item 11 and also the below, as soon as practicable after the Annual General Meeting (the “Grant Date”).
• The Share Awards shall vest after approximately one year (corresponding to one year of service as a Board member), corresponding to the earlier of the day before (i) the Annual General Meeting 2024 or (ii) 1 July 2024 (the “Vesting Date”), provided that the participant is still a Board member of Oncopeptides on said date.
• The earliest point in time at which vested Share Awards may be exercised shall be the day falling immediately after the Vesting Date. The latest point in time at which vested Share Awards may be exercised shall be the earlier of (i) 90 days after the last day of service as a Board member, or (ii) six years after the Grant Date. Thus, the earliest date of exercise may be shorter than three years. The Nomination Committee considers that such shorter time period is appropriate since the Board of Directors’ term is at the longest from an Annual General Meeting to the next Annual General Meeting.
• Each vested Share Award entitles the holder to receive one ordinary share in Oncopeptides free of charge.
• The number of Share Awards will be re-calculated in the event that changes occur in Oncopeptides’ equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures.
• The Share Awards are non-transferable and may not be pledged.
• The Share Awards can be granted by the parent company as well as any other company within the Oncopeptides group.
• In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting Oncopeptides, the Share Awards will vest in their entirety upon such transaction.
• The Share Awards shall otherwise be subject to the terms set forth in the separate agreements with the participants and the detailed terms for Board SHP 2023.

Allocation

The number of Share Awards that shall be granted to each participant shall equal the below amount, corresponding to 50 per cent of the remuneration for ordinary board work, for the respective participant divided by the volume weighted average price of the Oncopeptides share on Nasdaq Stockholm for the 10 trading days preceding the Grant Date. The Share Awards granted to each participant are consequently to be seen as an investment of part of the fixed remuneration for ordinary board work in accordance with what follows from the Nomination Committee’s proposal in item 11.

The Share Awards under Board SHP 2023 shall be awarded in accordance with the following:

• Share Awards calculated based on SEK 750,000 to the Chairman; and
• Share Awards calculated based on SEK 300,000 to each of Brian Stuglik, Cecilia Daun Wennborg, Jennifer Jackson and Ulf Jungnelius.

In any event, Board SHP 2023 will comprise a total of Share Awards which, if all Share Awards are vested in accordance with the vesting conditions above, entitle to not more than 245,000 shares in Oncopeptides.

Preparation of the proposal

Board SHP 2023 has been initiated by the Nomination Committee and has been structured based on an evaluation of prior incentive programs and market practice for comparable European (including Swedish) listed companies.

Dilution

Assuming a share price at the time of allocation of Share Awards of SEK 10, Board SHP 2023 will comprise not more than 195,000 shares in total, which corresponds to a dilution of approximately 0.2 per cent on a fully diluted basis. The dilution is expected to have a marginal effect on the Company’s key performance indicator “Earnings (loss) per share”. Taking into account also the shares which may be issued pursuant to previously implemented incentive programs in the Company, the maximum dilution amounts to approximately 8 per cent on a fully diluted basis.

Information about Oncopeptides’ existing incentive programs can be found in Oncopeptides’ annual report for 2022, note 26, which is available on the Company’s website, www.oncopeptides.com, and on the Company’s website under “Remuneration”.

Scope and costs of the program

Board SHP 2023 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the Share Awards shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.

Assuming a share price at the time of allocation of Share Awards of SEK 10, an annual increase in the share price of 20 per cent and that the Share Awards are exercised the day after the Vesting Date, the personnel cost for Board SHP 2023 according to IFRS 2 is estimated to approximately SEK 2.3 million before tax. The social security costs are estimated to approximately a total of SEK 0.5 million, based on the above assumptions and social security costs of 22.2 per cent. The total annual cost for Board SHP 2023, including costs according to IFRS 2 and social security costs, is therefore estimated to approximately SEK 2.9 million.

Delivery of shares under Board SHP 2023

In order to ensure the delivery of ordinary shares under Board SHP 2023, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on issue of class C shares and on repurchase of issued class C shares and resolves on transfer of own ordinary shares in accordance with item (b) below. Should the majority requirement for resolution pursuant item 15 (b) not be met, the program may be hedged by a resolution in accordance with the Nomination Committees’ proposal in accordance with item 15 (c) below.

Proposal regarding authorisation for the Board of Directors to resolve on a directed share issue of class C shares and to repurchase issued class C shares as well as resolution on transfer of own ordinary shares to participants in Board SHP 2023 (item 15 (b))

The resolutions under items 15 (b)(i) – (iii) are proposed to be conditional upon each other. It is therefore proposed that the resolutions under items 15 (b)(i) – (iii) are adopted jointly.

Authorisation for the Board of Directors to resolve on issue of class C shares (item 15 (b)(i))

The Nomination Committee proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the next Annual General Meeting, at one or several occasions, to increase the Company’s share capital by not more than SEK 27,222.223328 by the issue of not more than 245,000 class C shares, each with a quota value of approximately SEK 0.11. With disapplication of the shareholders’ preferential rights, a participating bank shall be entitled to subscribe for the new class C shares at a subscription price corresponding to the quota value of the shares. The purpose of the authorisation and the reason for the disapplication of the shareholders’ preferential rights in connection with the issue of shares is to ensure delivery of shares in accordance with Board SHP 2023.

Authorisation for the Board of Directors to resolve to repurchase own class C shares (item 15 (b)(ii))

The Nomination Committee proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the next Annual General Meeting, at one or several occasions, to repurchase class C shares. The repurchase may only be effected through a public offer directed to all holders of class C shares and shall comprise all outstanding class C shares. The purchase may be effected at a purchase price corresponding to the quota value of the share. Payment for the class C shares shall be made in cash. The purpose of the proposed repurchase authorisation is to ensure the delivery of shares in accordance with Board SHP 2023.

Resolution on the transfer of own ordinary shares including for fulfilment of obligations under Board SHP 2023 (item 15 (b)(iii))

The Nomination Committee proposes that the Annual General Meeting resolves that class C shares that the Company purchases by virtue of the authorisation to repurchase class C shares in accordance with item 15 (b)(ii) above, following reclassification into ordinary shares, may be transferred free of charge to participants in Board SHP 2023 in accordance with resolved conditions. The Board of Directors proposes that the Annual General Meeting resolves that no more than 245,000 ordinary shares may be transferred to participants in accordance with the terms of Board SHP 2023. The number of shares that can be transferred is subject to recalculation as a result of an in-between bonus issue, share split, rights issue and/or similar events.

Equity swap agreement with a third party (item 15 (c))

Should the majority requirement for the resolutions under item 15 (b) above not be met, the Nomination Committee proposes that the Annual General Meeting 2023 resolves that Board SHP 2023 shall instead be hedged so that Oncopeptides can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer ordinary shares of Oncopeptides to the participants.

The Board of Directors’ proposed resolutions

Allocation of the Company’s profit or loss in accordance with the adopted balance sheet (item 9 (b))

The Board of Directors proposes that the loss for the year is carried forward.

Presentation of the Board of Directors’ remuneration report for approval (item 14)

The Board of Directors proposes that the meeting resolves to approve the Remuneration Report for the financial year 2022 that has been prepared by the Board of Directors.

Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and/or convertibles (item 16)

Main proposal (item 16 (a))

The Board of Directors proposes that the Annual General Meeting 2023 resolves to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, warrants and/or convertibles. New issues of shares, warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than 20 per cent of the total number of shares outstanding at the Annual General Meeting’s resolution on the proposed authorisation, after full exercise of the hereby proposed authorisation. The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason for this must be to finance an acquisition of operations or, alternatively, to procure capital to finance project development. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions. The CEO shall be authorised to make such minor adjustments that may be required to register the authorisation.

Alternative proposal (item 16 (b))

If the proposal in item 16 (a) above does not get the required supportive votes from the Annual General Meeting 2023 to be passed, the Board of Directors proposes that it is given an authorisation to issue new shares, warrants and/or convertibles corresponding to a dilution of not more than 10 per cent, on the same terms and conditions as stated above in item 16 (a).

Required majority

A valid resolution in respect of authorisation for the Board of Directors to resolve on a directed share issue of class C shares and on repurchase of issued class C shares as well as resolution on transfer of own ordinary shares to participants in Board SHP 2023 (item 15 (b)) requires that the proposal is supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.

A valid resolution in respect of the authorisation for the Board of Directors to resolve upon issues of shares, warrants and/or convertibles (item 16 (a) or alternatively, item 16 (b)) requires support by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

Documents

The annual report for 2022, the auditor’s report, the Board of Directors’ reports, remuneration report and the auditor’s statements under the Swedish Companies Act (2005:551), the Nomination Committee’s statement regarding its proposals and information regarding proposed members of the Board of Directors will be made available at the Company’s website, www.oncopeptides.com, no later than Thursday 4 May 2023 and at the premises of the Company, address Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and will be sent free of charge to shareholders who so request and state their postal address or email address.

Information at the Annual General Meeting

The Board of Directors and the CEO shall, if requested by a shareholder, and if the Board of Directors’ believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s or subsidiary’s financial situation and the Company’s relation to other group companies.

Number of shares and votes

The number of shares amount to 94,309,267, distributed among 90,368,660 ordinary shares (1 vote per ordinary share) and 3,940,607 class C shares (1/10 vote per class C share) and the number of votes amount to 90,762,720.7 in Oncopeptides at the date of the issue of this notice. As of the date of the issue of this notice, Oncopeptides holds 3,940,607 own class C shares, corresponding to 394,060.70 votes, which cannot be represented at the annual general meeting.

Processing of personal data

For information about how personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in April 2023
The Board of Directors