NOTIFICATION

Shareholders who wish to attend the meeting must:

(i) both be recorded in the share register maintained by Euroclear Sweden AB on the record date on Friday, 25 April 2025; and

(ii) not later than on Tuesday, 29 April 2025 have notified their attendance and possible advisors to the Company; either in writing via letter to Mendus AB (publ), “Annual General Meeting”, Västra Trädgårdsgatan 15, SE-111 53 Stockholm, Sweden, or by e-mail to info@mendus.com.

The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.

Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the AGM, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date on Friday, 25 April 2025. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Tuesday, 29 April 2025 will be considered in the preparation of the share register.

PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration of the legal entity or, if such document does not exist, a corresponding document of authority. A copy of the power of attorney and any certificate of registration shall be provided to the Company in due course before the meeting. The original version of the power of attorney shall also be presented at the meeting.

The Company provides a power of attorney form to the shareholders, which is available at the Company’s head office or on the Company’s website www.mendus.com.

PROPOSED AGENDA

1. Opening of the meeting and election of Chairman of the meeting.
2. Preparation and approval of voting list.
3. Presentation and approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual report and the audit report and the consolidated financial statements and the consolidated audit report.
7. Resolution
   1. regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet.
   2. regarding allocation of the Company’s result according to the adopted balance sheet.
   3. regarding discharge from liability against the Company for the members of the Board of directors and the CEO.
8. Presentation of and resolution regarding approval of the remuneration report.
9. Determination of remuneration to the Board of Directors and the auditor.
10. Election of the Board of Directors and auditors and possible deputy auditors.
11. Resolution regarding amendment of the instruction for the Nomination Committee.
12. Resolution regarding amendment of the guidelines for remuneration to senior executives.
13. Resolution regarding amendment of the articles of association.
14. Resolution regarding payment of board remuneration in shares by way of (A) authorization for the Board of Directors to decide on issue of Class C shares, (B) authorization for the Board of Directors to decide on repurchase of Class C shares, and (C) transfer of own ordinary shares to the Board of Directors.
15. Resolution regarding payment of bonuses to employees in shares by way of (A) authorization for issue of Class C shares, (B) authorization for repurchase of Class C shares, and (C) transfer of own ordinary shares to employees.
16. Resolution regarding authorization for the Board of Directors to transfer own ordinary shares.
17. Resolution regarding (A) implementation of a long-term performance-based incentive program and (B) issue of warrants and approval of transfer of warrants.
18. Resolution on authorization for the Board of Directors to decide on new issue of ordinary shares and issue of warrants and/or convertibles.
19. Closing of the meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

The Nomination Committee, consisting of the Chairman of the Nomination Committee Karl Elmqvist (appointed by Flerie Invest AB), Erik Esveld (appointed by Van Herk Investments B.V.) and Mats Andersson (appointed by Holger Blomstrands Byggnads AB) have proposed the following resolutions in relation to items 1, 9–11 and 14 of the above proposed agenda.

Item 1. Election of Chairman of the meeting
The Nomination Committee proposes that the lawyer Jenny Lindén from Advokatfirman Delphi is elected as Chairman of the AGM.

Item 9. Determination of remuneration to the Board of Directors and the auditor
The Nomination Committee proposes, subject to below increased remuneration in the event that the remuneration will be paid out in shares, that board remuneration shall amount to a total of SEK 2,120,000 (including remuneration for committee work), to be distributed as follows: The Chairman is entitled to a remuneration of SEK 620,000 and each of the other Board members are entitled to a remuneration of SEK 285,000. Remuneration for committee work shall amount to SEK 85,000 to the Chairman of the audit committee, SEK 50,000 to each of the other Board members of the audit committee, SEK 50,000 to the Chairman of the scientific committee, SEK 25,000 to each of the other Board members of the scientific committee, SEK 35,000 to the Chairman of the remuneration committee and SEK 20,000 to each of the other Board members of the remuneration committee.

Provided that the AGM resolves in accordance with the Nomination Committee’s proposal under item 14 below, the Board of Directors shall have the opportunity to receive remuneration in shares instead of cash. Each Board member must choose, as soon as practically possible but at latest three months after the AGM, whether he or she would like to receive the remuneration entirely in shares or in cash, a combination is not possible. Notwithstanding the foregoing, the Board members that choose to receive the remuneration in shares may request that the applicable income tax that shall be paid with respect to the remuneration shall be deducted from the remuneration and paid in cash by the Company.

If a Board member chooses to receive the remuneration in shares, the Nomination Committee proposes that he or she shall be entitled to a remuneration corresponding to 150% of the cash amount stated above (also including remuneration for committee work). The number of shares each Board member is entitled to receive shall be determined based on the volume-weighted average price (VWAP) paid for the Company’s share on Nasdaq Stockholm during 20 trading days prior to distribution of the shares. The remuneration is proposed to be paid one quarter at a time, i.e. 1/4 of the remuneration will be paid after the first quarter following the AGM. The shares shall be subject to a lock-up period of twelve months from the date when the shares are received.

The Nomination Committee proposes that remuneration to the auditor shall be paid according to approved invoice.

Item 10. Election of the Board of Directors and auditors and possible deputy auditors
The Nomination Committee proposes that the Board shall consist of five (5) ordinary Board members without deputies.

For the period until the end of the next Annual General Meeting, re-election is proposed of the current Board members Sven Andreasson, Dharminder Chahal, Hans Preusting and Helén Tuvesson and José Manuel Ochoa is proposed to be elected as new Board member. Ted Fjällman has requested to not be re-elected. The Nomination Committee proposes re-election of Sven Andreasson as Chairman of the Board.

Brief description of José Manuel Ochoa:
José Manuel Ochoa, born 1961, has a Juris Doctor degree from University of Virginia, School of Law, and has a Bachelor of arts in Economics from University of Virginia, College of Arts & Sciences. José has over 25 years of experience in structuring, negotiating and completing complex transactions including mergers, acquisitions, joint ventures, debt financings, licensing and restructurings and closing scores of transactions in a broad range of industries. José has previously, for example, been the Chief Business Officer at Altimmune, Inc., Chief Business Officer & Head of Animal Health Americas at IDT Biologika Corporation, Vice President at Emergent BioSolutions Inc. and General Counsel at BioPort Corporation and East West Resources Corporation. He has also been a life science consultant and legal advisor with focus on early-stage biotech companies. José Manuel Ochoa is currently a Venture Partner at Flerie AB. José holds no shares in the Company. He is independent in relation to the Company and its senior executives, and dependent in relation to the major shareholder Flerie Invest AB.

For a presentation of the Board members that are proposed for re-election, please refer to the Company’s annual report for 2024 and the Company’s website www.mendus.com.

The Nomination Committee proposes re-election of the registered accounting firm KPMG AB as auditor for the period until the next Annual General Meeting. KPMG AB has informed that, in the event that KPMG AB is re-elected as auditor, Ola Larsmon will remain as auditor in charge. The Nomination Committee’s proposal is in accordance with the recommendation of the audit committee.

Item 11. Resolution regarding amendment of the instruction for the Nomination Committee
The Nomination Committee proposes that the AGM resolves to amend the previously adopted instruction for the Nomination Committee. The instruction for the Nomination Committee shall be valid until further notice. The following proposed updated instruction for the Nomination Committee includes amendments regarding, among other things, principles for appointment of the members of the Nomination Committee and that the Chairman of the Board of Directors shall be a co-opted member of the Nomination Committee (without voting rights). Furthermore, some additional structural changes are proposed in order to make the instruction clearer.

These instructions, the current composition of the Nomination Committee and information on how the Nomination Committee can be contacted shall at all times be kept available on the Company’s website.

1. Principles for appointment of the members of the Nomination Committee
The Company is to have a Nomination Committee. Nomination Committee members are to be nominated by the major shareholders in the Company, whereby the four largest shareholders in the Company, in terms of votes according to the shareholders’ register maintained by Euroclear Sweden on the last banking day in September, are entitled to nominate one member each. If fewer than three members are nominated in accordance with the above, other shareholders are to be offered, on the basis of voting rights, to nominate one member until a total of three members have been nominated. The shareholder controlling most votes in the Company is entitled to nominate the Chairman of the Nomination Committee. The Chairman of the Board of Directors is to be a co-opted member of the Nomination Committee (without voting rights) and coordinates the nomination procedure.

When members are nominated and elected by the above procedure, the rules and regulations set out in the Swedish Corporate Governance Code on the composition of nomination committees are to be followed. Each member of the Nomination Committee is to consider carefully whether there is any conflict of interest before accepting the assignment. The Nomination Committee shall serve until a new nomination committee is appointed.

2. Changes to the Nomination Committee
Changes to the composition of the Nomination Committee may be made in the following cases.

1. A member wishes to step down early or cannot fulfil their duties or if a shareholder wishes to replace their nominated member, whereby a request is submitted to the Chairman of the Nomination Committee (or should the request apply to the Chairman, to another member of the Nomination Committee) and receipt thereof shall imply that the request has been executed.
2. A shareholder who has not nominated a member of the Nomination Committee becomes larger in terms of votes than a shareholder who has nominated a member of the Nomination Committee, after which the larger shareholder is entitled to replace the nominated member, or if other significant changes occur in ownership of the Company, whereby the Nomination Committee has the right to make an independent decision to dismiss and/or appoint additional members with the aim that the composition of the Nomination Committee shall reflect the ownership structure of the Company.
3. The Nomination Committee can offer vacant seats on the Nomination Committee to shareholders or members nominated by shareholders with the aim that the composition of the Nomination Committee shall reflect the ownership structure of the Company.

Any changes to the Nomination Committee are to be disclosed by the Company as soon as possible.

3. Duties
Regardless of how they are appointed, members of the Nomination Committee are to promote the common interests of all shareholders and are not to reveal the content and details of nominations discussions unduly.

The Chairman of the Nomination Committee is to convene the committee’s first meeting. Well in advance of the publication of the notice for the Annual General Meeting by the Board of Directors, the Nomination Committee is to prepare and submit to the Chairman of the Board of Directors, the Nomination Committee’s proposals for:

1. election of the Chairperson of the Board of Directors and other Board members,
2. determination of remuneration to the Board of Directors,
3. election of auditor,
4. determination of remuneration to the auditors,
5. election of the Chairperson of the meeting, and
6. resolution regarding amendments to these instructions (if the Nomination Committee considers it necessary).

The Nomination Committee’s proposals are to be presented in the notice for the Annual General Meeting. In conjunction with the publication of the notice for the Annual General Meeting by the Board of Directors, the Nomination Committee is to ensure that the Company publishes the Nomination Committee’s proposals and reasoned statement on its website as well as information about how the Nomination Committee has performed its work.

The Nomination Committee is also to fulfil any other duties incumbent upon a Nomination Committee in accordance with the Swedish Corporate Governance Code.

4. Fees
Fees are not to be paid to members of the Nomination Committee. However, the Nomination Committee has the right to charge the Company for expenses for recruitment consultants or other expenses required by the Nomination Committee to perform its duties.

Item 14. Resolution regarding payment of board remuneration in shares by way of (A) authorization for the Board of Directors to decide on issue of Class C shares, (B) authorization for the Board of Directors to decide on repurchase of Class C shares, and (C) transfer of own ordinary shares to the Board of Directors
Under item 9 above, the Nomination Committee has presented its proposal regarding remuneration to the Board of Directors. In order to be able to offer the Board members remuneration in shares instead of a cash amount and to preserve cash, the Nomination Committee, in consultation with and representing major shareholders, proposes that the AGM resolves on (A) authorization for the Board of Directors to decide on issue of Class C shares, (B) authorization for the Board of Directors to decide on repurchase of Class C shares, and (C) transfer of own ordinary shares to the Board of Directors.

(A) Authorization for the Board of Directors to decide on issue of Class C shares

The Nomination Committee proposes that the AGM resolves to authorize the Board of Directors to resolve, at one or more occasions during the period until the next Annual General Meeting, to issue a maximum of 650,000 Class C shares. The new shares shall, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price corresponding to the quota value. The new Class C shares shall be subject to provisions pursuant to Chapter 4 Section 6 of the Swedish Companies Act (conversion clause) and Chapter 20, Section 31 of the Swedish Companies Act (redemption clause).

The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with the issue is to i) ensure delivery of shares as remuneration to the Board of Directors, ii) preserve cash with respect to payment in cash to the Board members who choose to receive remuneration through cash payment, and iii) hedge payments of social security contributions as well as taxes and other costs related to the payment of board remuneration. In regard to ii)-iii) this will be made by way of the repurchase of Class C shares in accordance with (B) below, convert such Class C shares to ordinary shares and sell these ordinary shares on the market in accordance with the proposed resolution in item 16 of the agenda.

(B) Authorization for the Board of Directors to decide on repurchase of Class C shares

The Nomination Committee proposes that the AGM resolves to authorize the Board of Directors to resolve, at one or more occasions during the period until the next Annual General Meeting, to repurchase its own Class C shares. Repurchases may only be made through an offer to purchase directed to all holders of Class C shares. The number of Class C shares that may be repurchased may not exceed 650,000. Repurchases shall be made at a price per share corresponding to the quota value. Payment for repurchased shares shall be made in cash. It shall also be possible to repurchase so-called interim shares, designated by Euroclear Sweden AB as Paid Subscribed Shares (BTA), in respect of Class C shares. The Board of Directors shall have the right to resolve on other terms and conditions for the repurchase.

The purpose of the proposed authorization for repurchase is to i) ensure delivery of shares as remuneration to the Board of Directors, ii) preserve cash with respect to payment in cash to the Board members who choose to receive remuneration through cash payment, and iii) hedge payments of social security contributions as well as taxes and other costs related to the payment of board remuneration. In regard to ii)-iii) this will be made by way of converting the repurchased Class C shares to ordinary shares and sell these ordinary shares on the market in accordance with the proposed resolution in item 16 of the agenda.

(C) Transfer of own ordinary shares to the Board of Directors

In order to fulfill the Company's obligations towards the Board members who have chosen to receive their remuneration in shares, the Nomination Committee proposes that the AGM resolves that the Company shall transfer its own ordinary shares as follows:

1. The Company shall be entitled to transfer the maximum number of ordinary shares that the Company is obliged to in order to deliver ordinary shares to the Board members that have chosen to receive remuneration in shares, at most 650,000 ordinary shares.
2. The ordinary shares that shall be transferred in accordance with item 1 above shall consist of shares newly issued and repurchased in accordance with item A-B above after conversion into ordinary shares.
3. The right to acquire ordinary shares shall, with deviation from the shareholders' preferential rights, be granted to members of the Board of Directors who have chosen to receive remuneration in shares.
4. Transfer of shares to the members of the Board of Directors who have chosen to receive remuneration in shares shall be made free of charge and shall be executed quarterly after the remuneration has been earned. The number of shares each Board member is entitled to receive shall be determined based on the volume-weighted average price (VWAP) paid for the Company’s share on Nasdaq Stockholm during 20 trading days prior to distribution of the shares.

The reasons for the deviation from shareholders' preferential rights upon transfer of own ordinary shares is to ensure delivery of shares as remuneration to the Board of Directors.

Majority requirements etc.
The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the resolution required in connection with the registration thereof.

The Nomination Committees proposal for resolution under (A)-(C) above constitutes a combined proposal and shall be made as one resolution. For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the AGM.

Provided that the AGM resolves in accordance with the Nomination Committee’s proposal, each Board member must choose, as soon as practically possible but at latest three months after the AGM, whether he or she would like to receive the board remuneration in shares or in cash. The shares shall be subject to a lock-up period of twelve months from the date when the shares are received.

The maximum number of 650,000 Class C shares, corresponding to a dilution of 1.27%, that may be issued, repurchased and transferred in accordance with the proposals for resolution under (A)-(C) above is based on the Company’s current share price, proposed remuneration incl. social security contributions and that all Board members will choose to have the remuneration paid in shares. The dilution has been calculated as the number of additional shares in relation to the existing number of shares and additional shares. In the event that the number of shares is not sufficient for the Company to be able to deliver the number of shares the Board members are entitled to in accordance with item 9 above, the Company shall pay out the remaining part of the remuneration in cash.

A valid resolution under this item presupposes and is conditional upon that the AGM resolves to amend the Company's articles of association in accordance with the Board's proposal under item 13.

RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS

Item 7 b). Resolution regarding allocation of the Company’s result according to the adopted balance sheet
The Board of Directors proposes that no dividend is distributed for the financial year 2024.

Item 12. Resolution regarding amendment of the guidelines for remuneration to senior executives
The Board of Directors proposes that the AGM adopt the following guidelines for remuneration to the CEO and other senior executives. The guidelines also apply to prospective compensation to the Board of Directors’ members in excess of the Board of Directors’ fee.

The guidelines apply to remuneration agreed to after the Annual General Meeting 2025 and to amendments to already agreed remunerations which are made thereafter. These guidelines do not apply to issues or transfers that fall within Chapter 16 of the Swedish Companies Act or fees and other remuneration resolved by the General Meeting. For employments governed by regulations other than Swedish, pension benefits or other benefits may be duly adjusted for compliance with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
In order to successfully implement the Company’s business strategy and safeguard the Company’s long-term interests, including its sustainability, it is required that the Company is able to recruit and retain qualified employees. The Company’s area of operation, immunology, is an area with high demand for individuals with the right competence, both from a national and an international perspective. The Company aspire to offer a competitive total compensation at market level both from a national and an international perspective and thereby be able to attract and retain qualified employees.

Forms of remuneration, etc.
The remuneration shall be at market level, be in relation to responsibility and authority and consist of the following components: fixed salary, any variable remuneration in accordance with separate agreements, pension and other benefits. The General Meeting may in addition – irrespective of these guidelines – resolve on, shares or share price-based instruments that form part of remuneration.

Fixed salary
The fixed salary shall constitute the base of the total compensation and shall consist of fixed cash salary, which shall be reviewed annually. The fixed salary shall be competitive and reflect the requirements of the position regarding competence, responsibility, complexity and in which way the remuneration promotes the business goals.

Variable remuneration
In addition to the fixed salary, the CEO and other senior executives may, in accordance with separate agreements, receive variable remuneration upon fulfilment of predetermined criteria. Any variable remuneration shall consist of annual variable cash salary and may not exceed 50 per cent of the fixed annual salary. If the Board of Directors resolves to propose to the General Meeting that the CEO and other senior executives can choose to receive their variable remuneration paid out in shares, the variable remuneration may not exceed 75 per cent of the fixed annual salary.

The variable renumeration shall be linked to one or several predetermined and measurable objectives and shall be designed to promote the Company’s business strategy and long-term interests, including sustainability, and be determined by the Board of Directors. The variable salary shall depend on the individual’s achievement of qualitative and quantitative objectives. The objectives shall be based on both the Company’s overall objectives with the business and on individual objectives relevant to the senior executive’s position in the Company. The criteria shall be valid for one financial year at a time.

When the measurement period for fulfillment of the criteria for payment of variable remuneration has been completed, the extent to which the criteria have been fulfilled shall be assessed. The assessment shall be based on an actual achievement of the individual criteria and on an overall view.

Pension
For the CEO and other senior executives, pension benefits, including health insurance, shall be fixed and the premiums may not exceed 30 per cent of the fixed annual salary. Variable renumeration shall not contribute to pension.

Other benefits
Other benefits, which may include travel benefit and health care insurance, shall be at market level and constitute a limited share of the total renumeration. Premiums and other costs arising from such benefits may not exceed 15 per cent of the fixed annual salary.

Termination of employment
The notice period for termination for the CEO and other senior executives shall be a maximum of twelve months. When termination is made by the Company, severance may be paid with an amount corresponding to a maximum of twelve months fixed salary.

Additional remuneration may be paid for non-compete undertakings. Such renumeration shall compensate for loss of income. The remuneration may not exceed 60 per cent of the fixed salary at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than 18 months following termination of employment.

Remuneration to the Board of Directors
The members of the Company’s Board of Directors, elected by the General Meeting, may under certain circumstances and during a limited period be paid for services, which is not part of the work of the Board of Directors, within their field of competence. The remuneration for such services (including services conducted by a company wholly owned by the member of the Board of Directors) shall be at market rate and the services shall contribute to the Company’s business and long-term interest, including sustainability.

Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal of these guidelines, the salary and employment terms of the Company’s employees have been considered through the inclusion of information on the employees’ total compensation, the components of the remuneration and the remunerations increase and growth rate over time. This information has informed the renumeration committee and the Board of Directors when evaluating and deciding whether the guidelines and the limitations set out herein are reasonable.

Preparation and decision procedure
The Board of Directors has established a remuneration committee. The committee’s tasks include, among other things, to prepare principles for remuneration to the senior executives and prepare the Board of Directors’ resolution regarding proposal for guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting.

The remuneration committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines for salary and other remuneration to the senior executives as well as the current remuneration structures and compensation levels in the Company. Remuneration to the CEO shall be resolved by the Board of Directors after preparation and recommendation from the remuneration committee and remuneration to other senior executives shall be resolved by the Board of Directors based on proposal from the CEO. The CEO or other senior executives do not participate in the Board of Directors’ processing of, and resolutions regarding, remuneration-related matters if they are affected by such matters.

Deviations from the guidelines
The Board of Directors may resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for a deviation and that deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the remuneration committee’s duties include preparing the Board of directors’ resolutions regarding remuneration-related matters, including resolutions to deviate from the guidelines.

Information regarding previously resolved remuneration that has not fallen due for payment
In addition to commitments to pay ongoing remuneration such as salary, pension and other benefits, there are no previously decided remuneration to any senior executives that has not fallen due for payment.

Item 13. Resolution regarding amendment of the articles of association.
The Board of Directors proposes that the AGM, in order to enable issue of Class C shares in accordance with the proposals under item 14, 15 and 16 in the above proposed agenda, resolves to include a new Section 6 in the Company’s articles of association in accordance with the wording below. Following the inclusion of the new provision in the articles of association, the existing shares shall be ordinary shares.

“Section 6 – Classes of shares
Shares may be issued in two classes, ordinary shares and Class C shares. The ordinary shares shall carry one vote per share and Class C shares shall carry one-tenth of a vote per share. Shares of either share class may be issued up to an amount corresponding to the full share capital.

Class C shares do not entitle to dividends. Upon the dissolution of the Company, Class C shares shall carry equivalent right to the Company’s assets as other shares, however, not to an amount exceeding the quota value of the share.

If the Company resolves to issue new ordinary shares and Class C shares, against payment other than contribution in kind, owners of ordinary shares and Class C shares shall have pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (secondary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

If the Company resolves to issue new shares of either solely ordinary shares or Class C shares, against payment other than contribution in kind, all shareholders shall, irrespective of whether their shares are ordinary shares or Class C shares, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.

What is set out above with regard to pre-emption rights shall apply mutatis mutandis in the event of issues of warrants and convertible bonds and shall not limit the right to resolve upon an issue with deviation from the shareholders’ pre-emption rights.

In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendments of the Articles of Association.

Reduction of share capital, which in any case shall not fall below the minimum share capital, may, at the request of a holder of a Class C share and after resolution by the Company’s Board of Directors or a shareholders’ meeting, take place through redemption of Class C shares. A request from a shareholder must be submitted in writing. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the Company’s reserve fund, if the required funds are available. The redemption amount per Class C share shall be the quota value of such share.

Following receipt of the redemption resolution, holders of shares subject to redemption shall promptly receive payment for the shares, or, if authorization for the redemption from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following the receipt of notice that the final and effected resolution has been registered.

All Class C shares held by the Company may, upon resolution of the Board of Directors, be reclassified into ordinary shares. Immediately thereafter, the Board of Directors shall register the reclassification with the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification been reflected in the central securities depository register.”

As a consequence of the introduction of the new paragraph, the existing paragraphs 6 - 13 of the Articles of Association are renumbered.

The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.

Item 15. Resolution regarding payment of bonuses to employees in shares by way of (A) authorization for the Board of Directors to decide on issue of Class C shares, (B) authorization for the Board of Directors to decide on repurchase of Class C shares, and (C) transfer of own ordinary shares to employees
For the financial year 2024, the Board of Directors has resolved on bonuses of a total of MSEK 4.3 including social security contributions to the Company’s employees. The Board of Directors would like to offer the employees the opportunity to have the bonus paid in cash or in shares in the Company, or partly in cash and partly in shares in the Company. Provided that the AGM resolves in accordance with the Board’s proposal under this item 15, employees that choose to receive the bonus in shares shall be entitled to receive an additional bonus of 50% based on the initial bonus. In order to be able to offer the employees bonus in shares instead of a cash amount, the Board of Directors proposes that the AGM resolves on (A) authorization for the Board of Directors to decide on issue of Class C shares, (B) authorization for the Board of Directors to decide on repurchase of Class C shares, and (C) transfer of own ordinary shares to employees.

(A) Authorization for the Board of Directors to decide on issue of Class C shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve, at one or more occasions during the period until the next Annual General Meeting, to issue a maximum of 1,075,000 Class C shares. The new shares shall, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price corresponding to the quota value. The new Class C shares shall be subject to provisions pursuant to Chapter 4 Section 6 of the Swedish Companies Act (conversion clause) and Chapter 20, Section 31 of the Swedish Companies Act (redemption clause).

The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with the issue is to i) ensure delivery of shares as bonus payment to the employees ii) preserve cash with respect to payment in cash to the employees who choose to receive bonus through cash payment, and iii) hedge payments of social security contributions as well as taxes and other costs related to the payment of the bonus. In regard to ii)-iii) this will be made by way of the repurchase of Class C shares in accordance with (B) below, convert such Class C shares to ordinary shares and sell these ordinary shares on the market in accordance with the proposed resolution in item 16 of the agenda.

(B) Authorization for the Board of Directors to decide on repurchase of Class C shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve, at one or more occasions during the period until the next Annual General Meeting, to repurchase its own Class C shares. Repurchases may only be made through an offer to purchase directed to all holders of Class C shares. The number of Class C shares that may be repurchased may not exceed 1,075,000. Repurchases shall be made at a price per share corresponding to the quota value. Payment for repurchased shares shall be made in cash. It shall also be possible to repurchase so-called interim shares, designated by Euroclear Sweden AB as Paid Subscribed Shares (BTA), in respect of Class C shares. The Board of Directors shall have the right to resolve on other terms and conditions for the repurchase.

The purpose of the proposed authorization for repurchase is to i) ensure delivery of shares as bonus payment to the employees, ii) preserve cash with respect to payment in cash to the employees who choose to receive bonus through cash payment, and iii) hedge payments of social security contributions as well as taxes and other costs related to the payment of the bonus. In regard to ii)-iii) this will be made by way of converting the repurchased Class C shares to ordinary shares and sell these ordinary shares on the market in accordance with the proposed resolution in item 16 of the agenda.

(C) Transfer of own ordinary shares to employees
In order to fulfill the Company's obligations towards the employees who have chosen to, fully or partially, receive their bonus in shares, the Board of Directors proposes that the AGM resolves that the Company shall transfer its own ordinary shares as follows:

1. The Company shall be entitled to transfer the maximum number of ordinary shares that the Company is obliged to in order to deliver ordinary shares to the employees that have chosen to, fully or partially, receive bonus in shares, at most 1,075,000 ordinary shares.
2. The ordinary shares that shall be transferred in accordance with item 1 above shall consist of shares newly issued and repurchased in accordance with item A-B above after conversion into ordinary shares.
3. The right to acquire ordinary shares shall, with deviation from the shareholders' preferential rights, be granted to employees who are entitled to bonus and who have chosen to, fully or partially, receive bonus in shares.
4. Transfer of shares to employees who have chosen to, fully or partially, receive bonus in shares shall be made free of charge and shall be executed as soon as practically possible after the AGM, following the decisions by the employees whether they would like to receive shares or cash. The number of shares each employee is entitled to receive shall be determined based on the volume-weighted average price (VWAP) paid for the Company’s share on Nasdaq Stockholm during 20 trading days prior to distribution of the shares.

The reasons for the deviation from shareholders' preferential rights upon transfer of own ordinary shares is to ensure delivery of shares as bonus to employees.

Majority requirements etc.
The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the resolution required in connection with the registration thereof.

The Board of Directors proposal for resolution under (A)-(C) above constitutes a combined proposal and shall be made as one resolution. For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the AGM.

Provided that the AGM resolves in accordance with the Board’s proposal, each employee member must choose, as soon as practically possible but at latest three months after the AGM, whether he or she would like to receive the bonus in shares or in cash or partly in cash and partly in shares. The shares shall be subject to a lock-up period of twelve months from the date when the shares are received.

The maximum number of 1,075,000 Class C shares, corresponding to a dilution of 2.1%, that may be issued, repurchased and transferred in accordance with the proposals for resolution under (A)-(C) above is based on the Company’s current share price, the bonus amount and that all employees will choose to have the bonus paid in shares. The dilution has been calculated as the number of additional shares in relation to the existing number of shares and additional shares. In the event that the number of shares is not sufficient for the Company to be able to deliver the number of shares the employees are entitled to in accordance with this proposal, the Company shall pay out the remaining part of the bonus in cash.

A valid resolution under this item presupposes and is conditional upon that the AGM resolves to amend the Company's articles of association in accordance with the Board's proposal under item 13.

Item 16. Resolution regarding authorization for the Board of Directors to transfer own ordinary shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve, at one or more occasions during the period until the next Annual General Meeting, to transfer own ordinary shares on Nasdaq Stockholm at a price per share within the registered price interval at any given time, meaning the interval between the highest buying price and the lowest selling price. A maximum of 1,725,000 ordinary shares may be transferred.

The purpose of the authorization is to give the Company the possibility to sell own shares in order to i) preserve cash with respect to payment in cash to the employees and/or Board members that choose to have their bonus and remuneration, respectively, paid in cash and ii) hedge payments of social security contributions as well as taxes and other costs related to the payment of the bonus and remuneration.

The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the resolution required in connection with the registration thereof.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.

Item 17. Resolution regarding (A) implementation of a long-term performance-based incentive program and (B) issue of warrants and approval of transfer of warrants
The Board of Directors proposes that the AGM resolves to implement a performance-based incentive program (“LTI 2025”) for members of the executive management and other key employees in the Company and its subsidiaries (the “Group”) in accordance with item (A) below.

In order to secure the Company's commitments under LTI 2025, the Board of Directors further proposes that the AGM resolves to issue warrants and approve the transfer of warrants in accordance with item (B) below.

The Board of Directors' proposal for resolution on implementation of LTI 2025 under item (A) and (B) below constitutes a combined proposal and shall be made as one resolution.

(A) Resolution on implementation of a long-term performance-based incentive program

Background and reason
The purpose of the proposal is to create conditions for retaining and increasing the motivation of senior executives and other key persons in the Group. The Board of Directors believes that it is in the interest of all shareholders that such persons, who are considered important for the Group's development, have a long-term interest in a positive development of the Company and the Company’s share.

LTI 2025 in summary
Participation in LTI 2025 is offered to twelve persons in the Group as further defined below (each such person is referred to below as a “Participant” and together the “Participants”). At the start of LTI 2025, the Participants will receive Performance Stock Units (“PSUs”). After a vesting period of three (3) years from 22 May 2025 (the “Vesting Period”), the Participants will, based on the PSUs, be granted warrants entitling to subscription of shares in the Company to a price corresponding to the quota value of the share, provided that the Participant has maintained his/her employment with the Group during the Vesting Period and that certain performance criteria, as described below, are met. If the Participant’s employment within the Group has been terminated before the expiry of the Vesting Period, the Participants PSUs are forfeited and the Participant do not have the right to receive any warrants, regardless of the fulfilment of the performance criteria.

Participants in LTI 2025
LTI 2025 shall comprise a maximum of twelve Participants and includes senior executives and other key persons in the Group. The participants have been divided into three (3) different categories.

Category 1: CEO (1 person)
Category 2: Management (maximum 4 persons)
Category 3: Key employees (maximum 7 persons)

PSUs, performance conditions, vesting period, conversion to warrants and other conditions
For each vested PSU, Participants are allocated one (1) warrant in the Company. Each warrant entitles the Participant to receive one (1) ordinary share in the Company (subject to re-calculation as set out below). The PSUs vests through continued employment during the Vesting Period and through fulfillment of established performance conditions during the Vesting Period.

In determining the extent to which the performance conditions have been met, the Board of Directors is entitled to make adjustments for structural changes such as acquisitions or divestments and for extraordinary items.

The performance conditions are divided into a market-based performance condition and a non-market-based performance condition. The market-based performance condition is based on the development of the share price plus dividends (i.e. total shareholder return) during the Vesting Period. The share price shall be determined based on the volume-weighted average price (VWAP) paid for the Company’s share on Nasdaq Stockholm during the period commencing on 7 May 2025 up until and including 21 May 2025 compared to VWAP for the period commencing on 7 May 2028 up until and including 21 May 2028. Day without noted price shall not be included in the calculation. The non-market-based performance condition is based on the Company’s annual corporate objectives for 2025, 2026 and 2027, which are resolved by the Board of Directors at the beginning of each financial year. Vesting will in this regard occur on an annual basis, i.e. the PSUs will vest by 17# per year based on fulfilment of the corporate objectives for the relevant year. The corporate objectives are around 10-15 goals related to clinical program, pre-clinical/research and financing/partnership.

The Participants may be allocated PSUs and warrants as follows.

The PSUs are otherwise subject to the following conditions:

1. The PSUs are granted free of charge to the Participants in LTI 2025.
2. Allocation of PSUs will be made no later than on 22 May 2025.
3. Allocation of PSUs presupposes (i) that the Participant’s employment or assignment within the Group has not been terminated, and (ii) that the Participant has entered into a separate agreement regarding the PSUs with the Company. The Board of Directors shall ensure that the agreement with the Participants contains provisions on, inter alia, that the PSUs cannot be transferred and that unvested PSUs is worthless, as well as other customary conditions.
4. Allocation of warrants based on PSUs presupposes that the established performance conditions described above are fulfilled and that the Participant is still employed or retains his/her position within the Group and is not within notice of termination until the end of the Vesting Period.
5. Allocation of warrants based on vested PSUs shall be made as soon as possible after the Vesting Period.

(B) Resolution on issue of warrants and approval of transfer of warrants
In order to enable the Company's delivery of shares under LTI 2025, the Board of Directors proposes that the AGM resolves on a directed issue of warrants of 2025/2028.

The Board of Directors proposes that the AGM resolves to issue warrants as follows:

1. The warrants shall be issued in series 2025/2028, of a maximum of 1,213,162 warrants, whereby each warrant entitles the holder to subscribe for one (1) new ordinary share in the Company.
2. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only accrue to the Company. The reason for the deviation from the shareholders' preferential rights is to ensure the Company's commitments related to the delivery of warrants to the Participants in LTI 2025.
3. The warrants are issued free of charge.
4. Subscription of the warrants shall take place within one (1) month from the date of the issue resolution on a separate subscription list. The Board of Directors is entitled to extend the subscription period.
5. Each warrant shall entitle the holder to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to the quota value of the Company’s share. Recalculation shall be possible in accordance with the complete terms and conditions for the warrants.
6. The warrants shall entitle the holder to subscribe for ordinary shares during a period commencing on 24 May 2028 up to and including 24 July 2028. If a warrant holder is prevented from subscribing for shares during the subscription period due to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) or other equivalent legislation in force from time to time, the Company's Board of Directors shall be entitled to allow such holder to subscribe for ordinary shares as soon as he or she is no longer prevented from doing so, but no later than 30 calendar days after such prevention has ceased.
7. If the issue is fully subscribed and all warrants are exercised to subscribe for new ordinary shares, the Company's share capital will be increased by a maximum of SEK 1,213,162.015659 (subject to the change that may be caused by any recalculation in accordance with the full terms and conditions of the warrants).
8. Ordinary shares subscribed for through exercise of the warrants carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.
9. The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions for the warrants of series 2025/2028, which are set out in the Board of Directors' complete proposal for resolution.
10. The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.

The Board of Directors further proposes that the AGM resolves to approve that the Company may transfer a maximum of 1,213,162 warrants of series 2025/2028 to the Participants in LTI 2025 without consideration in connection with the exercise of the PSUs and allocation of warrants shall be made in accordance with the terms of LTI 2025 under item (A) above. Such transfer shall also be possible to third parties to deliver shares to the Participants in accordance with the terms of LTI 2025. The Board of Directors shall not be entitled to dispose of the warrants for any other purpose than to secure the Company's obligations under LTI 2025.

Warrants of series 2025/2028 that are not exercised for the purposes described above shall be canceled.

Structure and administration
The Board of Directors shall be responsible for the detailed structuring and administration of LTI 2025, as well as the detailed terms and conditions that shall apply between the Company and the Participant, within the framework of the stated terms and guidelines. The Board of Directors shall be entitled to make adjustments to meet specific rules or market conditions abroad. In the event of significant changes in the Group or its business environment, which would entail that the decided terms for allocation of or the terms for the warrants under LTI 2025 are no longer appropriate, the Board of Directors shall be entitled to make other adjustments. Before the number of warrants to be allocated based on the PSUs is finally decided, the Board of Directors shall assess whether the outcome of LTI 2025 is reasonable. This assessment is made in relation to the Group's financial position and results, conditions on the stock market and otherwise. If the Board of Directors in its assessment considers that the outcome is not reasonable, the Board of Directors shall be able to reduce the number of warrants to be allocated based on the PSUs.

Dilution
The maximum dilution for existing shareholders as a result of LTI 2025 amounts to approximately 2.35% of the total number of shares and votes in the Company. The dilution has been calculated as the number of additional shares upon exercise of the warrants in relation to the existing number of shares and additional shares. Considering ESOP 2023/2027 where 2,366,661 shares (considering the consolidation of shares resolved by the Annual General Meeting on 17 May 2024) may be issued based on warrants of series 2023/2027, the total maximum dilution for both programs may be approximately 6.64% of the total number of shares and votes in the Company.

Scope and costs of the program
In accordance with IFRS 2, the PSUs will be recorded as personnel costs over the Vesting Period, with no impact on the Group's cash flow. If the PSUs are exercised, LTI 2025 will also incur costs in the form of social security contributions. The total cost of social security contributions will depend on the Participant's employment relationship, the number of PSUs that are vested, and the value of the benefit that the Participant ultimately receives, i.e., the value of the PSUs at the time of exercise in 2028. Social security contributions will be expensed in the income statement during the Vesting Period.

Based on assumptions of a share price of SEK 5.95 at the start of the program and at the time of grant of the PSUs, that all Participants offered to participate in LTI 2025 participate, that the employee turnover rate among the Participants amounts to zero percent during the Vesting Period, that the performance criteria are met so that the maximum number of warrants are allocated, that the share price increases to SEK 10.29 until the warrants are allocated (corresponding to an annual increase of 20.0% during the term of the program) and that no changes occur in relation to the expected social security contributions, in Sweden and the Netherlands during the term of the program, the cost of LTI 2025 is estimated to amount to approximately SEK 7.1 million, of which approximately SEK 1.5 million constitutes expected social security contributions. The cost corresponds to approximately 14.8% of the Group's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2024.

It is the Board's assessment that the positive effects on the Company's financial results that are expected to arise from the possibility for the Participants to be allocated shares under LTI 2025 outweigh the costs related to the program.

Preparation of the proposal
The proposal for LTI 2025 has been prepared by the Company’s Remuneration Committee together with external advisors in consultation with major shareholders and decided by the Board of Directors. The Company’s Board members are not covered by LTI 2025.

Other incentive programs
The Company currently has one outstanding incentive program, ESOP 2023/2027, is described in detail in the annual report for 2024 in the description of Mendus share and is also described in the Company’s remuneration report for 2024.

Majority requirements
The Board of Directors' proposal for resolution under (A) and (B) constitutes a combined proposal and shall be made as one resolution, whereby the higher majority required for the issue and transfer of warrants shall be applied. For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the AGM.

Other
The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.

Item 18. Resolution regarding authorization for the Board of Directors to decide on new issue of ordinary shares and issue of warrants and/or convertibles
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to resolve, for the period until the end of the next Annual General Meeting, at one or more occasions and with or without deviation from the shareholders’ preferential rights, to issue new ordinary shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise. The number of ordinary shares or warrants or convertibles that entitle subscription of a number of shares, that may be issued shall not exceed 20 per cent of the Company’s registered number of shares at the time of the Board of Director’s first resolution pursuant to the authorization. Deviation from the shareholders’ preferential rights shall be possible to, if needed, strengthen the Company’s financial position, broaden the ownership base and/or to increase the institutional ownership of the Company. New issue of ordinary shares and issue of warrants and/or convertible debentures shall, in the event of deviation from the shareholders’ preferential rights, be made at market conditions.

The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.

NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of the issuing of this notice the total number of shares and votes in the Company amounts to 50,359,578. Only one class of shares exists, and the Company has no holding of own shares.

SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors deems that it can be done without significant harm to the Company, provide information at the General Meeting regarding circumstances which may affect the assessment of a matter on the agenda or the financial situation of the Company. The disclosure obligation also covers the Company's relationship with another Group company, the consolidated accounts and such matters regarding subsidiaries as are referred to in the preceding sentence.

DOCUMENTATION
The annual report, the auditor’s report, the Board of Directors’ complete proposals for resolutions and other documentation will be made available at the Company’s office at the address Västra Trädgårdsgatan 15 in Stockholm not later than three weeks prior to the meeting and will be sent to the shareholders who so request and provide their postal address. The documentation will also be made available on the Company’s website, www.mendus.com. The Nomination Committee’s complete proposals for resolutions and motivated statement regarding its proposal of election of Board members and information regarding the proposed Board members are made available on the Company’s website.

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

_____________________

Stockholm, April 2025

Mendus AB (publ)

The Board of Directors