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 11 March 2026 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 3 March 2026, and
- notify the Company of their participation no later than 5 March 2026.
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 3 March 2026. 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 5 March 2026 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 on extending the loan agreement
- Resolution on entering into loan agreement
- Closing of the meeting
Proposals for resolutions
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 on extending loan agreement
The board of directors proposes that the general meeting resolve to postpone the maturity date of the loan agreement with DS Global Pte. Limited (“DS Global” or the “Lender”), mainly on the terms and conditions set out below and to authorise the board of directors to execute the amendment.
On 22 May 2022, the Company entered into a loan agreement with DS Global of SEK twenty million (20,000,000) with the original maturity date being 28 February 2023 (the “Existing Loan Agreement”). On 16 November 2022, the parties entered into a subscription agreement whereby part of the debt would be converted into shares in the Company through a new issue and payment by way of set-off, subject to the approval of the Company's general meeting. On 23 December 2022, an extraordinary general meeting of the Company resolved on a directed new share issue to DS Global in accordance with the parties' subscription agreement and to extend the Existing Loan Agreement until 28 February 2025. On 21 February 2025, the Company announced that the Existing Loan Agreement had been extended until 28 February 2026 and that the current annual interest rate had been adjusted from nine (9) per cent to ten (10) per cent of the outstanding nominal amount.
DS Global and the Company now wish to extend the Existing Loan Agreement from 28 February 2026 to 31 December 2027. If the general meeting resolves in accordance with the proposed item 7, the remaining outstanding loan amount as of 19 February 2026 will amount to approximately SEK 5.2 million. The parties agree that the loan will continue run with an annual interest rate of ten (10) percent on the loan amount disbursed and that the terms will be otherwise unchanged. The company has previously pledged granted patents and patent applications as collateral for the loan.
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 Loan Agreement I 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 res, 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.
Item 8 – Resolution on entering into 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 18 February 2026, the Company announced via a press release that it had entered into a loan agreement with DS Global, subject to subsequent approval by the general meeting (the “New Loan Agreement”).
Through the New Loan Agreement, the Lender provides a loan facility of USD four million (4,000,000) (the “New Loan”). The New Loan Agreement runs until 31 December 2027 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 2027, DS Global is granted the right to request conversion of the New 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 2027, with a discount of ten (10) 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 February 2026
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.