Notice of annual general meeting in Xbrane Biopharma AB

Right to attend the annual general meeting and notice
Shareholders wishing to attend the annual general meeting must:

i. on the record date, which is Tuesday 25 April 2023, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Tuesday 25 April 2023, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 27 April 2023 will be considered in preparations of the share register; and

ii. notify their participation at the general meeting no later than Friday 28 April 2023. Notice of participation at the general meeting shall be sent by regular mail to Baker & McKenzie Advokatbyrå, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm, Sweden or by e-mail to elsa.sefastsson@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to Baker & McKenzie Advokatbyrå, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm, Sweden or by e-mail to elsa.sefastsson@bakermckenzie.com, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 28 April 2023. A proxy form will be available for downloading on the Company's website www.xbrane.com.

Electronic participation
The board has decided that shareholders who cannot attend the meeting should be able to take part in the meeting via a link. Further instructions regarding electronic participation will be sent no later than 3 May 2023 to the shareholders who have registered their participation no later than 28 April 2023. Note that it is not possible to vote via link, but a shareholder who does not physically attend the meeting but wishes to have shares represented at the meeting must appoint a proxy, see further information above under the heading " Right to attend the annual general meeting and notice", item "ii".

Proposed agenda:

1. Opening of the meeting and election of the chairman of the general meeting
2. Preparation and approval of voting list
3. Approval of the proposed agenda
4. Election of one or more persons to certify the minutes
5. Determination of whether the general meeting has been duly convened
6. Presentation of the annual report and auditor's report and the group annual report and the group auditor's report
7. Resolutions regarding
   1. adoption of income statement and balance sheet and the group income statement and the group balance sheet
   2. the profit or loss of the Company in accordance with the adopted balance sheet
   3. discharge from liability for the board of directors and the CEO
8. Determining the number of directors and auditors
9. Determining the fees for the board of directors and the auditor
10. Election of board of directors and auditor
11. Resolution regarding adoption of principles for the nomination committee
12. Resolution regarding amendment of the articles of association
13. Resolution regarding amendment of the long term share based incentive program adopted at the annual general meeting 2022 (LTIP 2022)
14. Resolution regarding long term share based incentive program (LTIP 2023)
    1. Resolution to issue warrants for subsequent transfer in order to secure delivery of shares in the Company's long term share based incentive programs
    2. Resolution regarding approval of transfer of warrants
15. Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
16. Resolution regarding approval of the remuneration report
17. Closing of the meeting

Proposals for resolutions:

Item 1: Opening of the meeting and election of the chairman of the general meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 7b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8-10: Determining the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditor
The nomination committee proposes the following:

The nomination committee proposes that the board shall consist of seven directors. The nomination committee further proposes that the number of auditors shall be one registered audit firm.

The nomination committee proposes that the remuneration is to be SEK 3,220,000 in total, including remuneration for committee work (SEK 3,100,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:

• SEK 315,000 (SEK 300,000) for each of the directors and SEK 630,000 (SEK 600,000) to the chairman;

• SEK 50,000 (SEK 50,000) for each of the members of the remuneration committee and SEK 100,000 (SEK 100,000) to the chairman of the committee;

• SEK 75,000 (SEK 75,000) for each of the members of the audit committee and SEK 150,000 (SEK 150,000) to the chairman of the committee; and

• SEK 50,000 (SEK 50,000) for each of the members of the transaction committee and SEK 100,000 (SEK 100,000) to the chairman of the committee.

The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

The nomination committee proposes the re-election of Ivan Cohen-Tanugi, Peter Edman, Eva Nilsagård, Mats Thorén, Anders Tullgren, Karin Wingstrand and Kirsti Gjellan as directors. Furthermore, Anders Tullgren is proposed to be re-elected as chairman of the board of directors.

Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed directors' independence, the nomination committee has found that its proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. All proposed directors are considered independent of the Company, the management of the Company and the Company's major shareholders.

The nomination committee's complete proposal and motivated opinion as well as further information regarding the directors proposed for re-election are available at the Company's website www.xbrane.com and will also be available in the annual report for 2022.

Item 11: Resolution regarding adoption of principles for the nomination committee
The nomination committee proposes that the following principles for the nomination committee are adopted until further notice.

Role of the nomination committee
The Company shall have a nomination committee with the task of preparing and proposing decisions to the shareholders' meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:

• the chairman of the annual general meeting;
• candidates for the post of chairman and other directors of the board;
• fees and other remuneration for board work to each director;
• fees to members of committees within the board;
• election and remuneration of the Company auditor; and
• principles for the nomination committee.

The nomination committee shall in its assessment of the evaluation of the board an in its proposal in particular take into consideration the requirement set out in the Swedish Corporate Governance Code of diversity and breadth on the board and strive for equal gender distribution.

Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.

Members of the nomination committee
The nomination committee, which shall be appointed for the time until a new nomination committee has been appointed, shall consist of three members, whom shall be nominated by the Company's three largest shareholders with respect to voting power. The chairman of the board shall be a co-opted member when necessary. The chairman of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three owner-registered largest shareholders, with respect to votes, according to the share register kept by Euroclear Sweden AB at that time and request that they, taken into consideration the circumstances, within a reasonable time which may not exceed 30 days, nominate in writing to the nomination committee that person whom the shareholder wishes to appoint as member of the nomination committee. If any of the three largest shareholders elects not to exercise their right to appoint a member of the nomination committee, the next shareholder in consecutive order shall be entitled to appoint a member of the nomination committee. In the case that several shareholders abstain their right to appoint a member of the nomination committee, the chairman of the board shall not be required to contact more than eight shareholders, unless it is necessary in order to obtain a nomination committee consisting of a minimum of three members.

Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder.

If a shareholder who has appointed a member of the nomination committee during the year ceases to be one of the Company's three largest shareholders, the member appointed by such shareholder shall resign from the nomination committee. Instead, a new shareholder among the three largest shareholders shall be entitled to independently and in its sole discretion appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than three months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons.

If a member of the nomination committee resigns before the nomination committee has completed its assignment, for reasons other than set out in the section above, the shareholder who has appointed the member shall be entitled to independently and in its sole discretion appoint a replacement member.

A change in the composition of the nomination committee shall be published immediately.

Announcement of the nomination committee members
The chairman of the board shall ensure that the names of the members of the nomination committee, together with the names of the shareholders they have been nominated by, are published on the Company's website no later than six months before the annual general meeting.

If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.

Proposals to the nomination committee
Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information shall be announced on the Company's website.

The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.

Proposals by the nomination committee
When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company's operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.

The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders' meeting where an election is to take place.

When the notice of the shareholders' meeting is issued, the nomination committee shall issue a statement on the Company's website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.

The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company's website at the latest when the notice to the shareholders' meeting is issued:

• year of birth, principal education and work experience;
• any work performed for the Company and other significant professional commitments;
• any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate's related natural or legal persons;
• whether the nomination committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the nomination committee shall explain its proposal; and
• in the case of re-election, the year that the person was first elected to the board.

Account of the work of the nomination committee
All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.

The nomination committee shall at the annual general meeting, or other shareholders' meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board as set out above. The nomination committee shall in particular explain its proposal against the background of the requirement set out above to strive for an equal gender distribution.

Fees and Costs
No fee shall be payable by the Company to any member of the nomination committee.

The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee's work.

Confidentiality
A member of the nomination committee may not unduly reveal to anyone what he/she has learned during the discharge of his/her assignment as a nomination committee member. The duty of confidentiality applies to oral as well as written information and applies also after the assignment has terminated.

A nomination committee member shall store all confidential materials that he/she receives by reason of the nomination committee assignment in a manner so that the materials are not accessible to third parties. After the assignment has terminated, a nomination committee member shall hand over to the chairman of the board all confidential materials that the nomination committee member has received in his/her capacity as nomination committee member and still has in his/her possession, including any copies of the materials, to the extent reasonably possible taking into account inter alia technical aspects.

The chairman of the nomination committee may make public statements about the work of the nomination committee. No other nomination committee member may make statements to the press or otherwise make public statements regarding the Company and the Company group unless the chairman of the board has given permission thereto.

Item 12: Resolution regarding amendment of the articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:

It is proposed to introduce a new provision which enables collection of proxies and postal voting (subsequent provisions are therefore renumbered). The articles of association will thereby include a new § 10 with the following wording:

"The board of directors may collect proxies at the company´s expense in compliance with procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).

The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting."

It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 13: Resolution regarding amendment of the long term share based incentive program adopted at the annual general meeting 2022 (LTIP 2022)
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's long term share based incentive program adopted at the annual general meeting 2022 ("LTIP 2022") as follows:

It is proposed that the conditions for share rights are amended in regards of the financial and operational performance conditions relate to by way of increasing the requirement for total return on the Company's shares to entitle Share Right of Series C and Series D. The current financial and operational performance conditions have the following wording:

"Conditions for Share Rights

The Share Rights are divided into Series A Rights (matching right), Series B Rights, Series C Rights, Series D Rights. Vesting of these Share Rights is dependent on the degree of fulfillment of certain financial and operational performance conditions during the measurement period 1 January 2022 – 31 December 2024 (the "Measurement Period"). Series A Rights are allotted to the Executives as matching rights, one right for each Investment Share, provided that they remain employed by the company group and that all their Investment Shares are retained under the LTIP 2022 during the Vesting Period.

The financial and operational performance conditions relate to:

Series B: The total return on the Company's shares during the Measurement Period exceeding 50 percent. Each Investment Share entitles to 1.0 Share Right of Series B.

Series C: The total return on the Company's shares during the Measurement Period exceeding 75 percent. Each Investment Share entitles to 1.0 Share Right of Series C.

Series D: The total return on the Company's shares during the Measurement Period exceeding 100 percent. Each Investment Share entitles to 1.0 Share Right of Series D."

After the proposed amendment the financial and operational performance conditions will have the following wording:
"Conditions for Share Rights

The Share Rights are divided into Series A Rights (matching right), Series B Rights, Series C Rights, Series D Rights. Vesting of these Share Rights is dependent on the degree of fulfillment of certain financial and operational performance conditions during the measurement period 1 January 2022 – 31 December 2024 (the "Measurement Period"). Series A Rights are allotted to the Executives as matching rights, one right for each Investment Share, provided that they remain employed by the company group and that all their Investment Shares are retained under the LTIP 2022 during the Vesting Period.

The financial and operational performance conditions relate to:

Series B: The total return on the Company's shares during the Measurement Period exceeding 50 percent. Each Investment Share entitles to 1.0 Share Right of Series B.

Series C: The total return on the Company's shares during the Measurement Period exceeding 125 percent. Each Investment Share entitles to 1.0 Share Right of Series C.

Series D: The total return on the Company's shares during the Measurement Period exceeding 200 percent. Each Investment Share entitles to 1.0 Share Right of Series D."

Item 14: Resolution regarding long term share based incentive program (LTIP 2023)
Upon recommendation of the remuneration committee, the board of directors the Company proposes that the annual general meeting resolves on a long term share-based incentive plan ("LTIP 2023"). The LTIP 2023 is proposed to include a maximum of 115 senior executives, employees and other key persons who are or will be employed by the Company or the group (the "Employees"). The participants in the LTIP 2023 are required to personally invest in shares in the Company. These shares shall be purchased on the market during a four week period after the approval by the general meeting of LTIP 2023, but no later than June 30 2023. The participants will thereafter be granted, free of charge, retention and performance share rights on the terms stipulated below, which may entitle to shares in the Company depending on the Company's total shareholder return. Entitlement to shares is further conditional upon the participant remaining employed by the company group and that all his/her investment shares are retained under the LTIP 2023 during the vesting period.

Participants in LTIP 2023

LTIP 2023 includes a maximum of 115 senior executives, employees and other key persons, who are or will be employed by the Company or the group.

The personal investment, allotment of Share Rights and Vesting Period

To participate in the LTIP 2023, an Executive must own shares in the Company ("Investment Shares") and allocate these to the LTIP 2023. These Investment Shares shall be shares purchased for the purpose to participate in the LTIP 2023, which will take place during a four week period after the approval by the general meeting of LTIP 2023, but no later than June 30 2023. If an Employee is prohibited from subscription during the period set out in the foregoing sentence due to regulations under the Regulation (EU) No 596/2014 on Market Abuse, the Swedish Securities Market Abuse Penal Act (Sw. lagen (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden), the Swedish Act with Supplementary Provisions to the European Union’s Market Abuse Regulation (Sw. lagen (2016:1306) med kompletterande bestämmelser till EU:s marknadsmissbruksförordning) or other insider legislation applicable in respect of the Company, the Company shall be entitled to instead permit acquisition of shares to be included in LTIP 2023 as soon as such Employee is no longer prohibited from acquisition. If the Company grants a permission as per the foregoing sentence to any Employee, all Employees shall have the right to acquire shares during the prolonged acquisition period to include in the LTIP 2023. Furthermore, the board of directors may also authorize persons employed by the Company or the group after the expiry of the above stipulated four week period to acquire shares to include in LTIP 2023 during a one week period, but no later than 30 September 2023. The Executives are offered to invest in maximum 1,500 Investment Shares to the LTIP 2023. The Executives will, free of charge, be granted a certain number of share rights (each a "Share Right") per Investment Share. The Share Rights will be granted to the Executive following the annual general meeting 2023 in connection with, or shortly thereafter, an agreement is made between the Executive and the Company concerning participation in the LTIP 2023. Each Share Right will if vested, entitle to one share in the Company at a subscription price corresponding to the quota value of the shares. Allotment of shares under the LTIP 2023 shall be made following the annual general meeting held in 2026. The time period that runs from the date the incentive plan agreement is entered into, and which ends on the day of the annual general meeting 2026, is referred to as the "Vesting Period".

In the event delivery of shares under the LTIP 2023 cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.

Conditions for Share Rights

The Share Rights are divided into Series A Rights (matching right), Series B Rights, Series C Rights, Series D Rights. Vesting of these Share Rights is dependent on the degree of fulfillment of certain financial and operational performance conditions during the measurement period from the date of the annual general meeting 2023 until the date of the annual general meeting 2026 (the "Measurement Period"). Series A Rights are allotted to the Executives as matching rights, one right for each Investment Share, provided that they remain employed by the company group and that all their Investment Shares are retained under the LTIP 2023 during the Vesting Period.

The financial and operational performance conditions relate to:

Series B: The total return on the Company's shares during the Measurement Period exceeding 50 percent. Each Investment Share entitles to 1.0 Share Right of Series B.

Series C: The total return on the Company's shares during the Measurement Period exceeding 125 percent. Each Investment Share entitles to 1.0 Share Right of Series C.

Series D: The total return on the Company's shares during the Measurement Period exceeding 200 percent. Each Investment Share entitles to 1.0 Share Right of Series D.

The following maximum number of Investment Shares may be invested in the LTIP 2023 and the following maximum number of Share Rights may be allotted to Executives:

• Executives may invest in maximum 1,500 Investment Shares within the LTIP 2023. Each Investment Share entitles to a maximum of 1.0 Share Right of Series A, 1.0 Share Right of Series B, 1.0 Share Right of Series C and 1.0 Share Right of Series D, which entitles the Executive to a maximum allotment of 4.0 Share Rights at full allocation. In case not all Executives invest their full part of Investment Shares within the special acquisition period, the other Executives are entitled to invest in additional Investment Shares no later than within one week of the end of such date, which shall entitle to the same right to Share Rights as set our above. There will be no guaranteed allocation in connection with an investment in additional Investment Shares. In case of over notification by the above persons covered by the allotment principles, the allotment shall be made as follows. First, allocation shall be made pro rata in relation to the number of additional invested Investment Shares. Secondarily, allocation shall be made through the drawing of lots executed by the board of directors.

Further, the following conditions shall apply for all Share Rights:

• The Share Rights are granted free of charge.

• Entitlement to shares (based on Share Rights) is further conditional upon the Executive remaining employed by the company group and that all his/her Investment Shares are retained under the LTIP 2023 during the Vesting Period.

• The Executives are not entitled to transfer, pledge or dispose of the Share Rights or exercise any shareholders' rights regarding the Share Rights during the Vesting Period.

• So-called "good leaver" and "bad leaver" provisions will be agreed with the Executives, tailored to incentivize the Executives to stay with the company group.

• The number of shares that may be allotted will be subject to recalculation in case the Company resolves on a bonus issue with issuance of new shares, split of shares or reverse split of shares, issue of new shares with preferential rights for the shareholders or similar corporate actions.

• The board of directors are granted the right to terminate or adjust the program in case of a takeover bid or similar event.

• The Executives' maximum profit per Share Right is SEK 596 (corresponding to seven times the closing price of the Company's shares on Nasdaq Stockholm on 7 March 2023 (rounded to closest SEK 1)). If the value of the Company's share (including any dividends paid and other adjustments) exceeds SEK 596 at vesting, the number of shares that each Share Right entitles the Executive to receive will be reduced correspondingly.

Scope of LTIP 2023 and dilution

As a result of the LTIP 2023, a maximum of 690,000* shares in the Company may be allotted. The dilution impact on the total share capital and voting powers in the Company will as a maximum be app. 2.45 percent, based on the number of shares in the Company currently outstanding. The dilution effect of LTIP 2023 including all current issued warrants, is estimated to approximately 6.35 percent of the total number of shares and votes in the Company, provided that full subscription warrants and exercise of all issued warrants occurs.
*) Assuming that the maximum number of participants in the program invest the maximum number of investment shares and that the financial and operational performance conditions are met by 200 percent. The final outcome of LTIP 2023 will be affected by participation rate, likely outcome on performance shares and share price.

Hedging and delivery of shares under the LTIP 2023

The board of directors proposes that the annual general meeting resolves to issue warrants in accordance with item 12a in order to secure delivery of shares under LTIP 2023. The warrants shall be subscribed for by the Company or any other group company or a third party, which shall undertake to transfer the warrants to the Executives to cover the number of shares that the Share Rights may entitle.

The arrangement set out above if a third party is used to secure the obligation of the Company to deliver shares under the plan, if applied, will meant that the third party will deliver the warrants or shares (after exercise of the warrants) to the Executives in the LTIP 2023 once the shares are vested. In the meantime, while the warrants, or, if applicable, shares are in the third party's custody, the Company will pay interest on the cost for purchasing the shares. Any dividend on the shares during such period will be refunded to the Company. Any remaining shares not delivered to the Executives will be sold on Nasdaq Stockholm. Any profit will be paid to the Company, who also will carry the risk of potential losses. As an alternative, the shares in the swap arrangement may be rolled-over to future LTIP programs.

Estimated costs, effects on important key ratios and value of LTIP 2023

LTIP 2023 will be recognized in accordance with IFRS 2, which means that the rights will be expensed as a non-cash personnel expense over the Vesting period.

The cost of LTIP 2023 may amount to a maximum of approximately SEK 66.4 million, excluding social security costs, based on the following assumptions: (i) 690,000 Share Rights are granted; (ii) the share price at the start of the Share Rights program 2023 amounts to SEK 85.1 per share (share price as of 7 March 2023); (iii) the performance terms and conditions are fully met.

Based on the same assumptions, the social security costs are estimated to amount to approximately SEK 7.7 million, provided that social security contributions amount on average to approximately 13 percent. Social security contributions will be recognized as personnel expenses over the Vesting period.

The annual cost of the 2023 share savings plan, including social security costs, is estimated to be approximately SEK 66.4 million, based on the same assumptions as described above.

The final outcome of LTIP 2023 will be affected by the degree of participation, probable outcome on performance shares and share price. Important key ratios that will be affected include operating profit, EBITDA, earnings for the period, earnings per share and equity ratio.

For information on other incentive programs refer to the Company's annual report for 2022.

Preparation and administration

The board of directors and the remuneration committee shall be responsible for preparing the detailed terms and conditions of the LTIP 2023 between the Company and the Executives, within the scope of resolved terms and guidelines. To this end, the board of directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The board of directors may also make other adjustments, including a right to resolve on a reduced allotment of shares, if significant changes in the company group, or its operating environment, or in case of a takeover bid, would result in a situation where the resolved terms and conditions of the LTIP 2023 no longer serve their purpose. The board of directors' possibility to make such adjustments does not include the grant of continued participation for Executives in the Company's long-term incentive programs after the termination of their respective employments. The board of directors, or a committee established by the board of directors for these purposes, shall further be responsible for the administration of the LTIP 2023.

New persons in the Company that have not yet commenced their employment at the time when notification to participate in the LTIP 2023 at the latest shall be given, may, upon the condition that the employment commences during 2023, be offered to participate in the LTIP 2023 if the board of directors deems it to be in line with the purpose of the LTIP 2023.

The rationale for the proposal

The purpose of the LTIP 2023 is to allow the Company to attract competent employees and to encourage these to stay with the company group, and to encourage them to drive shareholder value. The LTIP 2023 has been designed based on the view that it is desirable that employees and other key persons within the group are shareholders in the Company. Participation in the LTIP 2023 requires that the participants own shares in the Company, which either are shares already held or shares purchased on the market in connection with the LTIP 2023. By offering an allotment of performance rights which are based on profits and other retention and performance based conditions, the participants are rewarded for increased shareholder value. Linking the employees' remuneration to the Company's result and value creation will also promote continued loyalty to the Company and thereby long-term value. Against this background, the board of directors is of the opinion that the adoption of the LTIP 2023 as set out above will have a positive effect on the company group's future development and thus be beneficial for both the Company and its shareholders.

Preparation of the proposal

The LTIP 2023 has been prepared by the Company's remuneration committee in consultation with external advisors and major shareholders. The proposal for LTIP 2023 is supported by major shareholders in the Company.

Resolutions in accordance with items 14a and 14b below shall be made as one resolution and are therefore conditional on each other.

Item 14a: Resolution to issue warrants for subsequent transfer in order to secure delivery of shares in the company's long term share based incentive programs
The board of directors of the Company proposes that the annual general meeting shall resolve to issue a maximum of 690,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 154,688.38. The warrants shall entitle to subscription of new shares in the Company.

The following terms shall apply to the issuance:

The warrants may, with deviation from the shareholders' priority right, be subscribed for by the Company or any other group company or a third party who undertakes to deliver warrants or shares in accordance with item 14b.

The warrants are issued at no consideration and shall be subscribed for through a separate subscription list payment no later than on 15 June 2023. The board has the right to extend the time for subscription.

Each warrant entitles to subscription of one new share in the Company during the period from registration up to an including 30 June 2026 or the earlier date set forth in the terms for the warrants.

The subscription price shall be at every time current quota value rounded upwards to two decimals.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance, and deviation from the shareholders' preferential rights, is within the LTIP 2023 to secure delivery of shares to the participants of the program.

The complete terms and conditions for the warrants are available on the Company's website no later than three weeks before the general meeting, which includes provisions on, among other things, that the subscription price as well as the number of shares that the warrant entitles to subscribe will be recalculated in certain cases

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and possibly Euroclear Sweden AB.

Item 14b: Resolution regarding approval of transfer of warrants
The board of directors proposes that the annual general meeting resolves to approve that the Subsidiary, any other group company or a third party may transfer a maximum of 690,000 warrants in the Company to participants of LTIP 2023 or previous share saving programs, or in any other matter dispose of the warrants to fulfill the obligations under LTIP 2023 or previous share saving programs.

Transfer of the warrants shall be made at no consideration.

The number of the warrants that may be transferred to the participants of LTIP 2023 and other share saving programs shall be subject to recalculation in the event of an intervening bonus issue, reversed split, split, rights issue with preemptive rights for the shareholders and/or other similar events. Transfer of warrants shall be made at the time and according to the other terms pursuant to which participants in the LTIP 2023 and other saving programs are entitled to receive shares. The reason for deviating from the shareholders' preferential right is that the transfer of warrants is part of the execution of the LTIP 2023. Therefore, the board of directors is of the opinion that the transfer of warrants in accordance with the proposal is to the benefit of the Company.

As applicable, a general meeting in any other group company shall also approve the subsequent transfers of warrants as set out above.

Item 15: Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 20 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.

Number of shares and votes
The total number of shares and votes in the Company as of the date hereof amounts to 27,506,018. The Company holds no own shares.

Majority requirements
A resolution in accordance with items 13, 14a and 14b requires support by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting.

A resolution in accordance with items 12 and 15 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Further information
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. All documents are available at the Company at Retzius väg 8 in Solna and at the Company's website www.xbrane.com in accordance with the above and will be sent free of charge to shareholders who request it and provide their e-mail or postal address. The remuneration report, the nomination committee's complete proposal regarding election of directors including the statement on the nomination committee’s proposal regarding the board of directors are available on the Company’s web site www.xbrane.com as from today and will be sent free of charge to shareholders who request this report and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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Stockholm in April 2023
Xbrane Biopharma AB
The board of directors