EQL Pharma : The Nomination Committee’s proposals and reasoned statement

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The Nomination Committee's proposals for the annual general meeting 2023 and reasoned statement

1. Background

1. In accordance with the guidelines adopted by the annual general meeting in EQL Pharma AB (below "EQL Pharma") on 17 August 2022, a Nomination Committee has been appointed and announced through a press release on 21 February 2023.
2. The Nomination Committee has consisted of Christer Fåhraeus, representing Fårö Capital AB, Rajiv I Modi, representing Cadila Pharmaceuticals Ltd., and Sten Irwe, representing own holding. Sten Irwe has been the Chairman of the Nomination Committee.
3. Prior to the annual general meeting, the Nomination Committee has prepared proposals on the following issues to be submitted to the annual general meeting for resolution:
4. 1. the Chairman at the annual general meeting;
   2. the number of board members elected by the general meeting;
   3. the Chairman and other members of the board elected by the general meeting;
   4. fees and other remuneration for each of the members of the board elected by the general meeting;
   5. the number of auditors;
   6. the auditors;
   7. the fee for auditors; and
   8. election of Nomination Committee, or alternatively a decision on principles for appointing a Nomination Committee, as well as instructions for the Nomination Committee.

2. The Nomination Committee's work

1. The Nomination Committee has held three recorded meetings and has had continuous contacts in between.
2. The company's shareholders have been informed on the company website, that it has been possible to submit proposals to the Nomination Committee. No such proposals have been submitted by shareholders.
3. The Nomination Committee has oriented itself with regard to how the work in the board has been conducted and how it works as well as with regard to the

company's strategy and future challenges, the Nomination Committee has furthermore evaluated which competence and experience the members of the board should possess, which has served as guidance for the Nomination Committee's work. In addition, the Nomination Committee has taken note of the board's evaluation.

2.4 The Chairman of the board has ensured that the Nomination Committee has received all relevant information on how the work has been conducted in the board during the year.

3. The Nomination Committee's proposals

3.1 In summary, the Nomination Committee submits the following proposals: Item 1: Election of Chairman of the meeting

The Nomination Committee proposes that the Chairman of the board of directors, Christer Fåhraeus is elected as Chairman of the meeting.

Item 9: Determination of the number of members of the board of directors, deputy board members, auditors, and deputy auditors.

The Nomination Committee proposes that the board of directors shall be composed of six board members without deputy board members, for the period until the end of the next annual general meeting. Furthermore, it proposes that one registered accounting firm, without a deputy auditor, is appointed as auditor for the period until the end of the next annual general meeting.

Item 10: Determination of remuneration to the members of the board of directors and auditors

The Nomination Committee proposes that board remuneration shall be paid with SEK 250,000 to the Chairman of the board of directors (unchanged since previous year) and with SEK 100,000 to each of the other board members who are not permanent employees in the company (unchanged since previous year). Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoice.

Item 11: Election of members of the board of directors, Chairman of the board of directors and auditor

The Nomination Committee proposes that Anders Månsson, Christer Fåhraeus, Linda Neckmar, Rajiv I Modi, Per Ollermark and Per Svangren are re-elected as members of the board of directors, and that Christer Fåhraeus is re-elected as Chairman of the board of directors.

Furthermore, the Nomination Committee proposes that Deloitte AB is re-elected as auditor. Deloitte AB has informed that the authorized public accountant Maria Ekelund will continue to be the auditor in charge.

Item 12: Resolution on instruction and charter for the Nomination Committee

The Nomination Committee's proposal for a resolution on instruction and charter for the Nomination Committee can be found in separate documentation to the general meeting.

4. The Nomination Committee's reasoned statement regarding the proposal for board of directors

1. The Nomination Committee has initially noted that all of the members of the board of directors were re-elected at the annual general meeting 2022 and that all board members have thus held the assignment for at least one mandate period. All board members have declared that they are available for re-election.
2. The Nomination Committee has assessed that the board has functioned well during the period and that the board possess good competence to handle the company's continued development. In light of the fact that all members are well acquainted with the assignment, and based on the assessment of how the board has functioned, the Nomination Committee has therefore come to the conclusion that there is no need to propose that the board be expanded with new members.
3. The proposed board is, with regard to the company's operations, stage of development and other conditions in general, considered to provide an adequate board composition in relation to the qualifications, experiences and backgrounds of the proposed board members. The Nomination Committee therefore considers the proposed board composition to be adequate in order to be able to meet the needs which the company is facing and will be facing in relation to its operations.
4. Information on the board members who are proposed for re-election can be found at the company's website (www.eqlpharma.com/en) and in the annual report.

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July 2023

The Nomination Committee of EQL Pharma AB (publ)