Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on May 22, 2026, and (ii) no later than May 26, 2026 give notice via e-mail to [email protected] or by post to Advokatfirman Vinge KB, Att: Johannes Ekbom, Box 1703, SE-111 87 Stockholm, Sweden. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.hansabiopharma.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than May 29, 2026.

Participation by advance voting

A shareholder who wishes to participate in the Annual General Meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on May 22, 2026, and (ii) give notice no later than May 26, 2026, by casting its advance vote in accordance with the instructions below so that the advance vote is received by Hansa Biopharma no later than on that day.

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on Hansa Biopharma’s website www.hansabiopharma.com, section Our company, subsection Corporate Governance, under General Meeting 2026. A completed and signed form may be submitted via e-mail to [email protected] or by post to Advokatfirman Vinge KB, Att: Johannes Ekbom, Box 1703, SE-111 87 Stockholm, Sweden. The completed form shall be received by Hansa Biopharma not later than May 26, 2026. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on Hansa Biopharma’s website www.hansabiopharma.com, section Our company, subsection Corporate Governance, under General Meeting 2026. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its cast advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote regarding the relevant item on the agenda.

Nominee-registered shares

To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on May 22, 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than May 26, 2026, are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Annual General Meeting.
2. Election of chair of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group.
8. Resolution:
   1. regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
   2. regarding allocation of the company’s result according to the adopted balance sheet;
   3. regarding discharge from liability for the members of the Board of Directors and the CEO.
9. Determination of the
   1. number of members of the Board of Directors; and
   2. number of auditors.
10. Determination of fees for
    1. members of the Board of Directors; and
    2. auditors.
11. Election of the members of the Board of Directors
    1. Natalie Berner (re-election);
    2. Elisabeth Björk (re-election);
    3. Mats Blom (re-election);
    4. Michael Bologna (re-election);
    5. Peter Nicklin (re-election); and
    6. Jonas Wikström (re-election).
12. Election of the chair of the Board of Directors (Peter Nicklin, re-election).
13. Election of auditors.
14. Proposal regarding principles for appointing the Nomination Committee.
15. Presentation of the Board of Directors’ remuneration report for approval.
16. Proposal regarding guidelines for executive remuneration.
17. Proposal for the introduction of a long-term shareholder program Board RSU 2026 for members of the Board of Directors.
    1. Proposal for resolution on adoption of a long-term shareholder program Board RSU 2026 for members of the Board of Directors.
    2. Proposal for resolution on transfer of own ordinary shares to participants in Board RSU 2026.
    3. Proposal for equity swap agreement with a third party.
18. Proposal for a long-term incentive program 2026.
    1. Proposal regarding the adoption of the Option and Warrant Program 2026.
    2. Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms of the employee stock options.
    3. Proposal regarding issue and transfer of warrants to participants at a price corresponding to the market value.
19. Proposal regarding resolution on authorization for the Board of Directors to resolve on new issue of ordinary shares, warrants and/or convertibles.
20. Proposal regarding resolution on transfer of treasury shares under a USD 30 million convertible note financing.
21. Closing of the Annual General Meeting.

The Nomination Committee’s proposals

The Nomination Committee’s proposals for election of chair of the meeting, members of the Board of Directors, chair of the Board of Directors and auditor (items 2, 9, 11 – 13)

The Nomination Committee, composed of Natalie Berner (representing Redmile Group) elected chair of the Nomination Committee, Tara Raveendran (representing Polar Capital LLP) and Chris Mauney (representing NovaQuest Capital Management LLC), has submitted the following proposals for resolution:

• Dain Hård Nevonen, member of the Swedish Bar Association, from Advokatfirman Vinge or, in case of his impediment, the person instead appointed by the Board of Directors, is proposed to be elected chair of the Annual General Meeting (item 2).
• The Board of Directors is proposed to consist of six (6) directors and no deputy directors (item 9 (a)).
• One registered accounting firm is proposed to be appointed auditor with no deputy auditors (item 9 (b)).
• Re-election of the members of the Board of Directors Natalie Berner, Elisabeth Björk, Mats Blom, Michael Bologna, Peter Nicklin and Jonas Wikström all for the time until the end of the next Annual General Meeting (items 11 (a) – (f)). Peter Nicklin is proposed to be re-elected as chair of the Board of Directors for the time until the end of the next Annual General Meeting (item 12).
• Re-election of the auditor KPMG AB. If re-elected, KPMG AB has informed that Stefan Lundberg will be the principal auditor for the period until the end of the next Annual General Meeting. The proposal is in accordance with the Audit Committee’s recommendation (item 13).

Information regarding the individuals proposed by the nomination committee for re-election is available on the company’s webpage, www.hansabiopharma.com.

Determination of fees for members of the Board of Directors and auditors (item 10)

The Nomination Committee proposes remuneration to the Board of Directors with three components; basic remuneration, work in committees and travel compensation as well as Restricted Share Units (“RSUs”). The Nomination Committee considers that it is desirable for the Board members elected by the Annual General Meeting to be shareholders in Hansa Biopharma in order to strengthen common interests in the company. The Nomination Committee therefore proposes that the Annual General Meeting 2026 resolves on RSUs in accordance with item 17 below in addition to the cash remuneration. Remuneration for ordinary work of the Board of Directors is proposed to be allocated in accordance with the following:

• SEK 900,000 in cash and SEK 450,000 in RSUs to the Chairman of the Board of Directors; and
• SEK 400,000 in cash and SEK 200,000 in RSUs to each of the other Board members.

The resolution on remuneration in the form of RSUs in accordance with this item 10 is conditional on the Annual General Meeting resolving on Board RSU 2026 in accordance with item 17 below. Should the majority requirement for item 17 not be met, the Nomination Committee proposes that the remuneration amounts stated above be paid in full in cash, whereby the Board members are requested to invest the amount attributable to RSUs (net of tax) in shares in the company by buying shares on the market.

The proposed remuneration for work within the committees of the Board of Directors for the period until the end of the Annual General Meeting 2027 shall be allocated in accordance with the following:

• SEK 150,000 to the Chairman of the Audit Committee and SEK 75,000 to each other member; and
• SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each other member.

In addition to the above proposed remuneration, each Board member residing outside of Europe shall receive an additional amount of SEK 150,000 for travel compensation for the period to the next Annual General Meeting.

Natalie Berner, who is associated with the company’s shareholder Redmile Group LLC, and Michael Bologna, who is associated with the company’s shareholder NovaQuest Capital Management LLC, have declined to receive board fees (including RSUs).

The Nomination Committee proposes that audit fee is paid in accordance with approved account.

Proposal regarding principles for appointing the Nomination Committee (item 14)

The Nomination Committee proposes that the Annual General Meeting resolves that the principles for appointing the Nomination Committee shall be left essentially unchanged from the previous year, which are those described below:

The Nomination Committee shall consist of representatives for the three largest, in terms of votes, registered shareholders per August 31, 2026. Should such shareholder not wish to appoint a member, the largest shareholder, in terms of votes, thereafter, shall be invited to appoint a member in the Nomination Committee until three members have been appointed. The names of the members of the Nomination Committee shall be made public no later than six months prior to the Annual General Meeting of 2027. The Nomination Committee shall appoint the member representing the largest shareholder as chair, unless the Nomination Committee decides otherwise. The term of office for the Nomination Committee shall be until a new Nomination Committee has taken office.

Should any of the members of the Nomination Committee, before the assignment of the Nomination Committee has been fulfilled, resign or no longer represent the shareholder who appointed that member, such a member shall be replaced by a new member appointed by that shareholder. Should any shareholder not represented in the Nomination Committee be larger, in terms of votes, than any other shareholder represented in the Nomination Committee, the larger shareholder in terms of votes shall be entitled to appoint a member to the Nomination Committee, whereby the member representing the smallest, in terms of votes, shareholder shall leave the Nomination Committee. Unless there are special circumstances, no changes shall be made in the composition of the Nomination Committee if there are only marginal changes in the number of votes held or if the change occurs later than three months before the next Annual General Meeting.

The Nomination Committee shall be entitled to charge the company for costs of e.g. recruitment consultants and other consultants that are necessary for the Nomination Committee to be able to fulfil its assignment. Further, the Nomination Committee is authorized to co-opt additional members, if deemed appropriate, however, any such co-opted member shall not be entitled to vote. The members of the Nomination Committee shall not be entitled to any remuneration from the company for their work. The Nomination Committee shall present proposals for the chair of the meeting, board members, chair of the Board of Directors, remuneration to the board, auditors, remuneration to the auditors and the principles for the Nomination Committee before the Annual General Meeting 2027.

The Nomination Committee shall follow the assignments set out in the Swedish Corporate Governance Code.

Proposal for the introduction of a long-term shareholder program Board RSU 2026 for members of the Board of Directors (item 17)

The Nomination Committee proposes that the Annual General Meeting resolves to implement an equity-based program consisting of RSUs for members of the Board of Directors of Hansa Biopharma (“Board RSU 2026”) in accordance with items 17 (a) – (b) below. The resolutions under items 17 (a) – (b) below are proposed to be conditional upon each other. Should the majority requirement for item 17 (b) below not be met, the Nomination Committee proposes that Hansa Biopharma shall be able to enter into an equity swap agreement with a third party in accordance with item 17 (c) below and resolutions under items 17 (a) and 17 (c) shall then be conditional upon each other.

Board RSU 2026 is a program under which the participants will be granted RSUs that entitle to ordinary shares in Hansa Biopharma to be calculated in accordance with the principles stipulated below, however not more than 55,000 ordinary shares. As part of the implementation of Board RSU 2026, it is proposed that the Annual General Meeting, in order to cover the delivery of shares to the participants, resolves that ordinary shares held by the company may be transferred to the participants in Board RSU 2026 in accordance with item 17 (b) below.

Proposal for resolution on adoption of a long-term shareholder program Board RSU 2026 for members of the Board of Directors (item 17 (a))

The rationale for the proposal

The Nomination Committee considers that it is desirable for Board members to be shareholders in the company in order to strengthen common interests. Furthermore, an equity-based program is a central part of a competitive remuneration in order to attract, retain and motivate internationally competent members of the Board of Directors, especially given the planned US launch of Imlifidase in the first quarter 2027, subject to FDA approval being granted. In the opinion of the Nomination Committee an RSU program is an appropriate form of share ownership creation. Board RSU 2026 is an effective solution to increase and strengthen the participants’ dedication to Hansa Biopharma’s operations and improve loyalty towards the company. Board RSU 2026 will be beneficial to both the shareholders and the company. By having annual board equity programs, an individual board member can over time build a more meaningful equity position that will further incentivize long-term behavior and also honor members that have served and intend to serve the company for many years. The Nomination Committee requests the Board members to keep their received shares at least as long as the Board member is part of the Board of Directors, with the exception of financing tax as a consequence of Board RSU 2026.

Natalie Berner, who is associated with the company’s shareholder Redmile Group LLC, and Michael Bologna, who is associated with the company’s shareholder NovaQuest Capital Management LLC, have chosen to refrain from receiving board remuneration, including participating in Board RSU 2026.

Conditions for RSUs

The following conditions shall apply for the RSUs:

• The RSUs shall be granted to the participants based on a share of the participants’ board remuneration in accordance with what follows from item 10 and also the below, as soon as practicable after the Annual General Meeting (the “Grant Date”).
• The RSUs shall vest at the earlier of the day before (i) the Annual General Meeting 2027 and (ii) 1 July 2027 (the “Vesting Date”), provided that the participant is still a Board member of Hansa Biopharma on said date, corresponding to a time period of approximately one year (corresponding to one year of service as a Board member). Thus, the vesting period is shorter than three years. The Nomination Committee considers that such shorter time period is appropriate since the Board of Directors’ term is at the longest from an Annual General Meeting to the next Annual General Meeting.
• The earliest point in time at which vested RSUs may be exercised shall be the day falling immediately after the Vesting Date. The latest point in time at which vested RSUs may be exercised shall be the earlier of (i) 90 days after the last day of service as a Board member, or (ii) five years after the Vesting Date.
• Each vested RSU entitles the holder to receive one ordinary share in Hansa Biopharma free of charge.
• The number of RSUs will be re-calculated in the event that changes occur in Hansa Biopharma’s equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures.
• The RSUs are non-transferable and may not be pledged.
• The RSUs can be granted by the parent company as well as any other company within the group.
• In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting Hansa Biopharma, the RSUs will vest in their entirety upon such transaction.
• The RSUs shall otherwise be subject to the terms set forth in the separate agreements with the participants and the detailed terms for Board RSU 2026.

Allocation

The number of RSUs that shall be granted to each participant shall equal the below amount for the respective participant divided by the volume weighted average price of Hansa Biopharma’s ordinary share on Nasdaq Stockholm for the five (5) trading days preceding the Grant Date. The RSUs granted to each participant are consequently to be seen as an investment of part of the fixed remuneration for ordinary board work in accordance with what follows from the Nomination Committee’s proposal in item 10.

The RSUs under Board RSU 2026 shall be awarded in accordance with the following:

• RSUs calculated based on SEK 450,000 to the Chairman; and
• RSUs calculated based on SEK 200,000 to each of the other Board members except Natalie Berner and Michael Bologna that do not participate in Board RSU 2026.

In any event, Board RSU 2026 will comprise a total number of RSUs which, if all RSUs are vested in accordance with the vesting conditions above, entitle to not more than 55,000 ordinary shares in Hansa Biopharma.

Preparation of the proposal

Board RSU 2026 has been initiated by the Nomination Committee and has been structured based on an evaluation current remuneration structure and market practice for comparable European (including Swedish) listed companies.

Dilution

Assuming a share price at the time of allocation of RSUs of approximately SEK 25.10, Board RSU 2026 will comprise not more than 41,833 shares in total, which corresponds to a dilution of approximately 0.04 percent on a fully diluted basis (which shall include 4,190,805 shares that the warrants that were issued in connection with entering into a US convertible note financing entitle to).

If all outstanding previously approved incentive programs in the company are included in the calculation, including the proposed Option and Warrant Program 2026 pursuant to item 18, the maximum dilution amounts to approximately 10.01 percent on a fully diluted basis (which shall include 4,190,805 shares that the warrants that were issued in connection with entering into a US convertible note financing entitle to). Assuming the company utilizes the proposed issue authorization in accordance with item 19, dilution would decrease to 8.18 percent. Certain of the company’s previous approved incentive programs, as well as the Option and Warrant Program 2026, contain net share-settlement which, together with employee turnover, could result in significantly lower dilution.

For a description of the outstanding incentive programs in Hansa Biopharma, please refer to the company’s Annual Report for 2025, pages 57-63 in the English version. In addition to the described incentive programs, there are no other long-term incentive programs in Hansa Biopharma.

Scope and costs of the program

Board RSU 2026 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the RSUs shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.

Assuming a share price at the time of allocation of RSUs of approximately SEK 25.10, an increase in the share price of 50 percent and that the RSUs are exercised the day after the Vesting Date, the personnel cost for Board RSU 2026 according to IFRS 2 is estimated to approximately SEK 1.575 million before tax. The social security costs are estimated to a total of approximately SEK 0.5 million, based on the above assumptions and social security costs of 31.42 percent. The total cost for Board RSU 2026, including costs according to IFRS 2 and social security costs, is therefore estimated to approximately SEK 2.1 million.

Delivery of shares under Board RSU 2026

As of the date of this notice, the company holds 2,029,269 own ordinary shares. These shares are sufficient to cover delivery of shares under Board RSU 2026. In order to ensure the delivery of ordinary shares under Board RSU 2026, the Nomination Committee proposes that the Annual General Meeting resolves that the ordinary shares held by the company may be transferred to the participants in Board RSU 2026 in accordance with item (b) below. Should the majority requirement for resolution pursuant item 17 (b) not be met, the program may be hedged by a resolution in accordance with the Nomination Committee’s proposal in accordance with item 17 (c) below.

Proposal for resolution on transfer of own ordinary shares to participants in Board RSU 2026 (item 17 (b))

The Nomination Committee proposes that the Annual General Meeting resolves that ordinary shares held by the company may be transferred free of charge to participants in Board RSU 2026. The Nomination Committee proposes that the Annual General Meeting resolves that no more than 55,000 ordinary shares may be transferred to participants in accordance with the terms of Board RSU 2026. The number of shares that can be transferred is subject to recalculation as a result of an in-between bonus issue, share split, rights issue and/or similar events.

Proposal for equity swap agreement with a third party (item 17 (c))

Should the majority requirement for the resolutions under item 17 (b) above not be met, the Nomination Committee proposes that the Annual General Meeting 2026 resolves that Board RSU 2026 shall instead be hedged so that Hansa Biopharma can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer ordinary shares of Hansa Biopharma to the participants.

The Board of Directors’ proposals

Resolution regarding allocation of the company’s result (item 8 (b))

The Board of Directors proposes that the distributable assets available at the Annual General Meeting’s disposal shall be carried forward and that no dividend shall be paid.

Proposal regarding guidelines for executive remuneration (item 16)

The Board of Directors proposes that the Annual General Meeting 2026 resolves to adopt guidelines for executive remuneration in accordance with the following.

The senior executives, the CEO and members of the executive committee, fall within the provisions of this policy. To the extent a board member conducts work for the Company, in addition to the board work, consulting fees and other compensation for such work may be paid. The policy is forward looking, i.e. applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the policy by the Annual General Meeting in 2026.

A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel, consequently, it is necessary that the company offers market competitive remuneration. For information regarding Hansa Biopharma’s business strategy, please visit https://www.hansabiopharma.com/our-company/.

Long-term (share-based) incentive programs have been implemented in the company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The program includes, among others, the CEO and other senior executives in the company. The performance criteria used to assess the outcome of the plans are distinctly linked to the business strategy and thereby to the company’s long-term value creation, including its sustainability.

For more information regarding these incentive programs, including the criteria which the outcome depends on, please see https://hansabiopharma.com/this-is-hansa/corporate-governance/.

This policy enables the company to offer senior executives a competitive remuneration. The remuneration shall be on market terms and may consist of the following components: fixed base salary, variable cash remuneration (including STI), pension benefits and other benefits. The components, their purpose and link to the company’s business strategy are described below.

The decision-making process to determine, review and implement the policy

The Board of Directors has established a Committee within the Board (the Remuneration Committee), with the tasks of preparing, within the Board of Directors, the policy for remuneration for senior executives. The Board of Directors shall propose a revised policy at least every fourth year and submit it to the 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 senior executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration Committee are independent of the company and its executive management.

Unless otherwise stated herein, the Board of Directors shall resolve on matters regarding remuneration and employment provisions for all other senior executives. The CEO may decide upon Variable Cash Remuneration, including STI, for the other senior executives. The Remuneration Committee and the CEO, as applicable, shall continuously report to the Board of Directors. The CEO and the other senior executives shall not be present when their respective remuneration terms are decided.

Additionally, the general meeting may – irrespective of this policy – resolve on, among other things, share-related or share price-related remuneration.

Fixed Base Salary

Variable Cash Remuneration

A portion of the total remuneration for the senior executives are linked to business performance so that total remuneration will increase or decrease in line with performance, thus promoting the company’s business strategy and long-term interests (see “Annual Short-Term Incentive (STI)” below).

For retention or recruitment purposes or extraordinary performance beyond the individual’s ordinary tasks the Remuneration Committee, based on proposal of CEO, may, on an individual basis, decide on an additional variable cash remuneration. Such remuneration may not exceed an annual amount corresponding to 30 percent of the total fixed annual cash salary and may not be paid more than once each year per individual.

Annual Short-Term Incentive (STI)

Pension Benefits

Other Benefits

Termination of employment

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for this remuneration policy, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time.

Derogation from the policy

The Board of Directors may temporarily resolve to derogate from the policy, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the policy.

Description of material changes to the guidelines and how the views of shareholders’ have been taken into consideration

The proposed remuneration guidelines correspond in all material respects to the guidelines adopted by the Annual General Meeting in 2022 and will be subject to the shareholders’ approval at the Annual General Meeting 2026.

During 2025, neither the Remuneration Committee nor the Board of Directors received any comments or questions from the shareholders on the remuneration guidelines adopted at the Annual General Meeting 2022.

Proposal for a long-term incentive program 2026 (item 18)

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term incentive program for employees of the Hansa Biopharma group (the “Option and Warrant Program 2026”) in accordance with item 18(a) below. The decision to adopt the Option and Warrant Program 2026 in accordance with item 18(a) shall further be conditional upon that the general meeting resolves on hedging measures in accordance with items 18(b) – 18(c). For a description of the outstanding incentive programs in Hansa Biopharma, please refer to the company’s Annual Report for 2025, pages 57-63 in the English version. In addition to the described incentive programs, there are no other long-term incentive programs in Hansa Biopharma.

Proposal regarding the adoption of the Option and Warrant Program 2026 (item 18(a))

The Option and Warrant Program 2026 in brief

The Option and Warrant Program 2026 is in principle an employee stock option program, but with respect to participants tax resident in Sweden, the possibility to acquire up to 50 percent of the allotted number of employee stock options in warrants (Sw. teckningsoptioner) at market value instead of receiving employee stock options. In total, the Option and Warrant Program 2026 is proposed to comprise a maximum of approximately 40 employees within the Hansa Biopharma group. The last day for allotment of employee stock options and acquisition of warrants (as applicable) under the Option and Warrant Program 2026 shall be the day before the Annual General Meeting for Hansa Biopharma 2027.

The background and rationale for the proposal

The purpose of the Option and Warrant Program 2026 is to create the conditions for attracting, motivating and retaining competent employees from an international talent pool to and within the Hansa Biopharma group and to increase the coherence between the employees’, shareholders’ and the company’s objectives, as well as to increase the motivation to reach and exceed the company’s financial and non-financial targets. The Option and Warrant Program 2026 has been designed so that the program includes both current and future senior executives from an international perspective.

By offering employee stock options that are based on share price development, the participants are premiered for increased shareholder value. The Option and Warrant Program 2026 also rewards employees’ continued loyalty and thus the long-term value growth of the company. In this regard, the Board of Directors considers that the Option and Warrant Program 2026 will have a positive effect on the future development of the Hansa Biopharma group and will consequently be beneficial for both the company and its shareholders, by including warrants for participants tax resident in Sweden, the program further allows for investments by participants as well as tax/cost effects related thereto that are deemed favorable to the company and the shareholders.

Terms and conditions for employee stock options

• The employee stock options will be allotted without any compensation paid by the participant and no later than the day before the Annual General Meeting 2027.
• Allotment requires that the receipt of employee stock options can take place legally and that, according to the Board of Director’s assessment, it can be carried out with reasonable administrative and financial efforts.
• The employee stock options carry a vesting period of three (3) years (the “Vesting Period”) from the date of each allotment. Provided that the participant is still employed, with certain exceptions, one third of the employee stock options shall vest on the first anniversary from the date of allotment and thereafter vesting takes place on a monthly basis, linear, during the remaining of the Vesting Period, whereby all employee stock options shall be vested on the third anniversary from the date of allotment. The employee stock options entitle the participant to acquire shares during a three (3) year period following the end of the Vesting Period.
• The participant must, with certain exceptions, be employed within the group when the participant acquires shares within the Option and Warrant Program 2026. For terminated employees, acquisition of shares must occur within three (3) months of termination of employment.
• Each allotted employee stock option entitles the participant to acquire one ordinary share in the company at an exercise price corresponding to 110 percent of the volume-weighted average share price during the five (5) trading days immediately preceding the respective allotment of the employee stock options (the “Exercise Price”). In the event that the Exercise Price, after the initial allotment, is not considered to be appropriate for stock options allotted in subsequent allocations under the program, the Exercise Price may be decided to be the same as for the initial allocation.
• The Option and Warrant Program 2026 shall be settled by using a net share-settlement method, as further described below.
• The employee stock options shall not constitute securities and may not be transferred or pledged.

• The Exercise Price for employee stock options, determined as set out above, shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. The Exercise Price and the number of shares that each employee stock option entitles to subscription for shall be recalculated in the event of a share split, consolidation, new share issue and/or similar measures in accordance with market practice.
• In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the company, the employee stock options will vest in their entirety upon such transaction.

Terms and conditions for warrants

The company shall be able to transfer warrants to participants at a price corresponding to the market value of the warrants (i.e. the warrant premium) at the time of the offer. Warrants may only be transferred to participants who have entered into a repurchase agreement with the company. The warrants are transferred to participants, current or new, on one or several occasions until the day before the Annual General Meeting 2027.

The warrants can be exercised for subscription of shares during the period from and including July 1, 2029, up to and including June 30, 2030. Each warrant entitles the holder to subscribe for one new ordinary share in the company at a subscription price corresponding to 130 percent of the volume weighted average share price during the five (5) trading days immediately prior to the initial transfer of the warrants to participants, however, as a minimum, the quota value of the share.

The issued warrants may, with deviation from the shareholders’ preferential rights, be subscribed without any compensation paid by Hansa Biopharma after which the warrants shall be transferred to the participants. The transfer of the warrants shall be made at a price corresponding to the market value of the warrants (the warrant premium) at the time of the initial transfer, calculated according to the Black & Scholes valuation model. The valuation of the warrants shall be made by an appraiser or audit firm.

The full terms and conditions for the warrants have been resolved by the Board of Directors and are available to the shareholders in accordance with the below.

Preparation of the Option and Warrant Program 2026, design and administration

The Board of Directors, or a special committee set up by the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Option and Warrant Program 2026, in accordance with the presented terms and guidelines including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Hansa Biopharma group or in its environment that would result in the adopted terms for the Option and Warrant Program 2026 no longer fulfils their objectives or the rationale for the proposal.

In connection with the transfer of warrants to the participants, the company shall reserve the right to repurchase the warrants if the participant’s employment or assignment within the group ceases or if the participant in turn wishes to transfer the warrants before the warrants can be exercised according to the terms and conditions that apply to the warrants.

Allocation of employee stock options and warrants

The right to receive employee stock options shall accrue to the CEO, executive committee members and other senior executives and key employees, current and future, within the limits outlined in the table below. The figure for executive committee members and other senior executives and key employees outlined in the table below refers to the maximum total number of employee stock options and warrants per person. For each warrant acquired by a participant tax resident in Sweden, the number of employee stock options that may be allotted shall be reduced on a one-to-one basis (maximum ratio 50/50 between warrants and employee stock options).
 

In total, no more than 3,700,000 employee stock options and warrants may be allotted/sold. In relation to the number of options and warrants proposed it should be noted that in total 1,249,500 warrants and options under the Option and Warrant Program 2025 have lapsed as a result of not being allocated to participants. Thus, the board suggests that such number of options and warrants is added to the 2026 program instead and has been included in the total number of options and warrants proposed.

Board members shall not be eligible to participate in the Option and Warrant Program 2026.

In order to further increase alignment between the long-term interests of the participants and the company’s shareholders, a requirement for participation in the Option and Warrant Program 2026 shall be that a participant who is the CEO or a member of the executive committee undertakes to retain all ordinary shares received as a result of the exercise of the employee stock options under Option and Warrant Program 2026 (except for such ordinary shares that are sold to cover for tax due to the exercise of the employee stock options as well as other customary exceptions) during the term of the employment and to such extent that the participant at all times hold shares corresponding to at least three times the annual base salary.

Net share-settlement

The Option and Warrant Program 2026 shall be settled by using a net share-settlement method (“Net share-settlement”). The Net share-settlement for employee stock options entails that stock options are settled by delivering a number of shares corresponding to the Stock Option Value (as defined below) to the participants without any payment of the Exercise Price. The number of shares to be delivered is calculated by deducting the Exercise Price of the exercised options from the prevailing share price of the Hansa Biopharma ordinary shares on the stock market at the time of exercise (“Market Price”) (the “Stock Option Value”) and dividing the Stock Option Value with the Market Price. The warrants are also subject to a net strike mechanism as further set-out in the full terms and conditions of the warrants.

Illustrative example of Net share-settlement within the Option and Warrant Program 2026

A participant in the Option and Warrant Program 2026 holds 100 stock options with Market Price of the ordinary shares of SEK 50 and Exercise Price of SEK 25. The difference between the Market Price and the Exercise Price is SEK 25 per option (“Stock Option Value”). Instead of the participant paying the Exercise Price (number of stock options (100) multiplied by the Exercise Price (SEK 25)) and the company delivering 100 shares worth SEK 50 each (Market Price), the company would use Net-settlement by delivering shares in an amount corresponding to the Stock Option Value divided with the Market Price ((25*100)/50) – i.e. the company would deliver 50 shares. In this example, the number of delivered shares are therefore reduced by 50 percent.

Scope and costs for the Option and Warrant Program 2026

The Option and Warrant Program 2026 will be reported in accordance with IFRS 2 as regards employee stock options, which means that the option rights will be expensed as non-cash personnel costs over the Vesting Period. Costs related to the employee stock options are estimated to amount to approximately SEK 52.9 million, excluding social contributions, accounted in accordance with IFRS 2 based on the following assumptions: (i) that 3,700,000 employee stock options are allotted (i.e. maximum allocation of employee stock options and that no warrants are acquired by participants), (ii) that the volume weighted average share price, at the beginning of the Option and Warrant Program 2026, is SEK 25.10 per ordinary share, (iii) an estimated turnover of personnel of 5 percent during the Vesting Period, and (iv) that no participant tax resident in Sweden acquires any warrants (i.e. maximum allocation of employee stock options). Based on the same assumptions as above, and subject to social contributions of 28.5 percent on average, and a share price increase of 50 percent from the start of the Option and Warrant Program 2026 until the employee stock options are exercised, the costs for social contributions are estimated to amount to approximately SEK 10 million. The total cost in accordance with IFRS 2 for the Option and Warrant Program 2026, including social security costs, is therefore estimated at approximately SEK 17.6 million per year over the three (3) year Vesting Period, based on the same assumptions as above.

The preliminary market value of a warrant amounts to SEK 11.45 per warrant, calculated in accordance with the Black & Scholes valuation model, assuming an underlying share price of SEK 25.10, an exercise price of SEK 32.63 per share, a risk-free interest of 2.5 percent and a volatility of 67 percent. Since the warrants are acquired at market value, no social contributions are paid.

Dilution and effects on key ratios

Upon maximum allotment of employee stock options and provided that the hedging arrangements in accordance with items 18(b) – (c) below are adopted, it is estimated that not more than 3,700,000 ordinary shares will be allotted to participants under the Option and Warrant Program 2026 (i.e. maximum allocation of employee stock options and that no warrants are acquired by participants). Consequently, the incremental dilution effect would amount to approximately 3.1 percent of the total number of shares (which shall include 4,190,805 shares that the warrants that were issued in connection with entering into a US convertible note financing entitle to). Assuming the company utilizes the proposed issue authorization in accordance with item 19, dilution would decrease to 2.6 percent.

If all outstanding previously approved incentive programs in the company are included in the calculation, including the Board RSU 2026 program pursuant to item 17, the maximum dilution amounts to approximately 10.01 percent of the total number of shares (which shall include 4,190,805 shares that the warrants that were issued in connection with entering into a US convertible note financing entitle to). Assuming the company utilizes the proposed issue authorization in accordance with item 19, dilution would decrease to 8.18 percent. The company expects the dilution to be significantly less as a result of the Net share-settlement and employee turnover. The Board of Directors’ fundamental position regarding allotment according to the Option and Warrant Program 2026 is that the number of allotted employee stock options and transferred warrants, including at any given time previously approved incentive programs in the company, shall not exceed a dilution corresponding to approximately 10 percent on a fully diluted basis, in connection with each resolved allotment and transfer under the Option and Warrant Program 2026.

The preparation of the proposal

The Option and Warrant Program 2026 has been prepared by the company’s Board of Directors and its Remuneration Committee in consultation with external advisors. The Option and Warrant Program 2026 has been discussed by the Board of Directors at meetings held in April 2026.

Delivery of warrants and shares pursuant to the Option and Warrant Program 2026

In order to ensure delivery of warrants and shares in accordance with the Option and Warrant Program 2026, the Board of Directors proposes that the Annual General Meeting resolves on the issue and transfer of warrants in accordance with items 18(b) and 18(c) below.

Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms of the employee stock options (item 18(b))

The Board of Directors proposes that the company shall issue not more than 3,700,000 warrants to secure the delivery of shares and social contributions pursuant to the terms of the employee stock options, of which the company’s share capital may be increased by a maximum of SEK 3,700,000.

The right to subscribe for warrants shall only vest with Hansa Biopharma, with the right and obligation to dispose of the warrants as described above with regard to transfer to participants in the Option and Warrant Program 2026 or, alternatively, a financial intermediary, upon exercise of the warrants. Each warrant entitles the holder to subscribe for one (1) ordinary share. The warrants shall be issued without any compensation paid by Hansa Biopharma. There can be no over-allotment. Subscription of warrants shall be made on the subscription list until August 15, 2026. The Board of Directors has the right to extend the subscription period.

Proposal regarding issue and transfer of warrants to participants at a price corresponding to the market value (item 18(c))

The Board of Directors proposes that the company shall issue not more than 1,850,000 warrants for subscription of ordinary shares, whereby the company’s share capital may be increased by not more than SEK 1,850,000.

The right to subscribe for warrants shall only vest with Hansa Biopharma, with the right and obligation to dispose of the warrants as described above, primarily with regard to transfer to participants in the Option and Warrant Program 2026. Each warrant entitles the holder to subscribe for one (1) ordinary share. The warrants shall be issued without any compensation paid by Hansa Biopharma. There can be no over-allotment. Subscription of warrants shall be made on a subscription list until August 15, 2026. The Board of Directors has the right to extend the subscription period.

Proposal regarding resolution on authorization for the Board of Directors to resolve on new issue of ordinary shares, warrants and/or convertibles (item 19)

Hansa Biopharma is currently launching its lead asset, imlifidase for enabling kidney transplants in highly sensitized patients, in Europe and continues its efforts to potentially enable future regulatory approval and market access for this indication in other important markets including the U.S. while pursuing multiple pipeline building projects within transplantation, autoimmune diseases and gene therapy based on its validated technology platform. In this situation, it is important for the company’s ability to build and maximize shareholder value to have, and it is the purpose of the proposed authorization to provide, sufficient financial flexibility and a broad acting scope to the Board of Directors, in particular to match significant commercial and pipeline growth acceleration opportunities with the available financing mandate, provide flexibility to quickly respond to strategic opportunities such as partnerships or collaborations or to expand the shareholder constituency in certain investor markets or in connection with the listing of the shares on a U.S. stock exchange.

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new ordinary shares, issuance of warrants and/or convertibles. New issues of ordinary shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than 20 percent of the total number of shares (where the denominator for the calculation shall include 4,190,805 shares that the warrants that were issued in connection with entering into a US convertible note financing entitle to) at the Annual General Meeting’s resolution on the proposed authorization, after full exercise of the hereby proposed authorization. 

Proposal regarding resolution on transfer of treasury shares under a USD 30 million convertible note financing (item 20)

As announced on 20 March 2026, Hansa Biopharma entered into a U.S. convertible note purchase agreement with certain funds managed by Athyrium Capital Management comprising USD 30 million aggregate principal amount of unsecured convertible senior notes (the “Financing”). Under the Financing, Hansa Biopharma shall, in the event of conversion, deliver ordinary shares to holders of the convertible notes. In light of the above, the Board of Directors proposes, for the purpose of securing the delivery of shares to the holders of convertible notes, that the Annual General Meeting resolves that up to 2,029,269 ordinary shares held by the company may be transferred to the holders of convertible notes in accordance with the terms of the financing agreement. Transfers and payment shall be made no later than September 15, 2031. Transfer shall be made at a price not lower than SEK 0 and not higher than the quota value of the shares. Shares may be transferred through set-off.

The number of shares to be transferred depends on fluctuations in share price and exchange rates. In order to provide the company with a certain degree of flexibility, a transfer of a maximum number of shares has been proposed. The number of shares to be transferred may be lower, but not higher, than the maximum number of shares stated above and will be determined by the board of directors of the company in accordance with the financing agreement.

The reason for the proposed transfer of own shares and the deviation from the shareholders’ pre-emption rights is to enable the company’s delivery of shares under financing agreement.

Majority requirements

Resolutions in accordance with items 17(b), 18(b) and 18(c) above require approval of at least nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting. Resolutions in accordance with items 19 and 20 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the Annual General Meeting.

Authorization

The CEO, or such person that the CEO may appoint, shall be authorized to make the minor adjustments in the resolutions adopted by the Annual General Meeting as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden.

Shareholders’ right to request information

Shareholders are reminded of their right to obtain information from the Board of Directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Shares and votes

At the time this notice was issued, the total number of shares in the company amounts to 101,763,222, of which all are ordinary shares, representing 101,763,222 votes. The company holds 2,029,269 shares, representing the corresponding number of votes, in treasury which may not be represented or voted for at the Annual General Meeting.

Documents

The annual report, the auditor’s report, the remuneration report and other supporting documents for the Annual General Meeting, the proposal and motivated statement from the Nomination Committee as well as the statement from the auditor pursuant to Chapter 8 Section 54 of the Swedish Companies Act will be available to the shareholders at the company’s office at Scheelevägen 22, SE-223 63 Lund, Sweden, and on the company’s webpage www.hansabiopharma.com, no later than May 11, 2026, and will be sent to shareholders who so request and state their postal address.

Proxy forms for shareholders who would like to vote in advance through proxy are available at www.hansabiopharma.com.

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected].

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This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

Lund, April 2026

Hansa Biopharma AB (publ)

The Board of Directors

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Contacts for more information:

Evan Ballantyne, Chief Financial Officer
IR@hansabiopharma.com

Kerstin Falck Lagercrantz, VP Global Corporate Affairs
[email protected]

Notes to editors

About Hansa Biopharma

Hansa Biopharma AB is a pioneering commercial-stage biopharmaceutical company developing and commercializing novel immunomodulatory therapies to transform care for patients with acute or complex immune disorders. Hansa’s proprietary IgG-cleaving enzyme technology platform addresses serious unmet medical needs in transplantation, gene therapy and autoimmune diseases. The company’s portfolio includes imlifidase, a first-in-class immunoglobulin G (IgG) antibody-cleaving enzyme therapy, which has been shown to enable kidney transplantation in highly sensitized patients, and HNSA-5487, a next-generation IgG-cleaving molecule that will be developed for Guillain-Barré Syndrome (GBS). Hansa Biopharma is based in Lund, Sweden, and has operations in Europe and the U.S. The company is listed on Nasdaq Stockholm under the ticker HNSA. Find out more at  www.hansabiopharma.com  and follow us on LinkedIn.