Notice of extraordinary general meeting in Enorama Pharma AB (publ)
The shareholders of Enorama Pharma AB (publ), reg. no. 556716–5591 (the “Company” or “Enorama Pharma”), are hereby invited to attend an extraordinary general meeting on 2 December 2025 at 14.00 CET at Advokatfirman Delphi’s premises at Nordenskiöldsgatan 11 A, 211 19 in Malmö.
Right to participate and notification
Anyone wishing to attend the general meeting shall:
- be registered as a shareholder in the share register prepared by Euroclear Sweden AB as of the record date of 24 November 2025, and
- notify the Company of their participation no later than 26 November 2025.
Notification of participation shall be made by email to [email protected]. Notification may also be made by post to Enorama Pharma, at: “Bolagsstämma”, Strandvägen 7A, 114 51 Stockholm. The notification should include full name, personal or corporate registration number, shareholding, address, telephone number, email address and, where applicable, information about representatives, proxies or advisors (maximum two).
Proxy and power of attorney
If a shareholder is to be represented by a proxy, the proxy must bring a written and dated power of attorney signed by the shareholder in original to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate admission to the meeting, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. Power of attorney forms are available on the Company's website, www.enorama.se, and will be provided by post upon request.
Nominee-registered shares
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance for the meeting, have the shares registered in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 24 November 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registration completed no later than 26 November 2025 will be taken into account when preparing the share register.
Proposal for the agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Resolution to approve of related party transaction regarding loan agreement
- Closing of the meeting
Proposal for a decision
Item 2 – Election of chairman of the meeting
The board of directors propose that lawyer Micael Karlsson, Advokatfirman Delphi, be appointed chairman of the meeting.
Item 7 – Resolution to approve of related party transaction regarding loan agreement
The board of directors proposes that the general meeting resolve to approve the following related party transaction regarding loan agreement, mainly on the terms and conditions set out below.
On 7 November 2025, the Company announced via a press release that it had entered into a loan agreement with DS Global Pte. Limited (“DS Global” or the “Lender”), subject to subsequent approval by the general meeting (the “Loan Agreement”).
Through the Loan Agreement, the Lender provides a loan facility of USD two million (2,000,000) (the “Loan”). The Loan Agreement runs until 31 December 2026 with an annual interest rate of nine (9) per cent on the loan amount disbursed.
In the event that Enorama Pharma has not repaid the outstanding loan amount to DS Global on the maturity date of 31 December 2026, DS Global is granted the right to request conversion of the Loan, including accrued interest, into shares in Enorama Pharma within the framework of a directed share issue in Enorama Pharma. The subscription price in such a directed share issue shall correspond to the volume-weighted average share price for the thirty (30) trading days preceding 31 December 2026, with a discount of twenty (20) per cent.
DS Global, together with companies under the same control, hold approximately 29.81 per cent of the shares and votes in Enorama Pharma as of the date of this notice. Enorama Pharma is therefore considered as an associate of DS Global. Enorama Pharma and DS Global are thereby related to each other and the Loan Agreement shall be considered as a related party transaction.
According to the Swedish Securities Council's statement 2019:25, certain related party transactions must be submitted to the general meeting for approval. The transactions that must be approved are those transactions which, together with other transactions carried out with the same related party during the past year, have a value of at least SEK one million (1,000,000) and correspond to at least one (1) per cent of the company's value (calculated as total market capitalisation).
The board of directors will prepare a report on the transaction in accordance with the Swedish Securities Council's statement 2019:25, which will be published on the Company's website, www.enorama.se, along with the notice to the general meeting.
For a valid decision, the decision must be supported by shareholders representing more than half of the votes cast at the meeting. The shares and votes held directly or indirectly by DS Global, or other companies under the same control, shall not be taken into account.
Available documents
Documents in accordance with the Swedish Companies Act (2005:551) will be made available to shareholders at the Company's premises at Strandvägen 7A, Stockholm, and on its website, www.enorama.se, no later than two weeks before the general meeting. The documents will be sent on request to shareholders who provide their postal address. The documents will also be available at the general meeting.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) about circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in November 2025
Enorama Pharma AB (publ)
The board of directors
CONTACT
Enorama Pharma AB (publ)
Bengt Jönsson, CEO
Strandvägen 7A, 114 51 Stockholm
Enorama Pharma AB (publ) is listed on Nasdaq First North Growth Market.
The Company's Certified Adviser is Tapper Partners AB, +46 (0)70 44 010 98, [email protected].
ABOUT ENORAMA PHARMA
Enorama Pharma's vision is to be a leading global manufacturer and supplier of consumer-friendly, oral nicotine products. The Company intends to expand through product and brand development and by establishing strategically important partnerships. For more information, visit www.enorama.se.