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 shareholders in Saniona AB, Reg. No. 556962-5345, are hereby invited to the annual shareholders’ meeting (Sw. årsstämma) to be held on Wednesday 27 May 2026 at 16.30 (CEST) at the premises of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden.

Right to participate and notice of participation

Shareholders wishing to participate in the annual shareholders’ meeting must:

• be registered in the company’s share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Tuesday 19 May 2026; and

• no later than on Thursday 21 May 2026 notify the company in writing of their intention to participate in the annual shareholders’ meeting to Saniona AB, Murervangen 42, DK-2600 Glostrup, Denmark. Such notice can also be given by email to [email protected]. The notice shall specify the shareholder’s complete name, personal or company registration number, registered shareholding, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”), to be able to exercise their voting rights at the annual shareholders’ meeting. Such voting rights registration must be implemented by the trustee no later than Thursday 21 May 2026. In advance of this date, shareholders must notify their trustee of their request of such voting rights registration.

Proxies etc.

In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the annual shareholders’ meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the annual shareholders’ meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the annual shareholders’ meeting. A template power of attorney can be found at the company’s website (www.saniona.com) and will be sent to the shareholders who request it and state their address.

Proposed agenda

0. Opening of the meeting.

1. Election of chairman of the meeting.

2. Preparation and approval of the voting list.

3. Approval of the agenda.

4. Election of one or two persons to verify the minutes.

5. Consideration as to whether the meeting has been duly convened.

6. Presentation of the annual report and the auditor’s report and the consolidated annual report and consolidated audit report as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives.

7. Resolution on

(a) adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet,

(b) allocation of the company’s loss in accordance with the adopted balance sheet, and

(c) discharge of liability of the directors of the board and the CEO.

8. Determination of the number of members of the board as well as the number of auditors and deputy auditors.

9. Determination of remuneration for the board members and the auditors.

10. Election of members of the board, the chairman of the board and the vice chairman of the board as well as accounting firm or auditors.

11. Resolution on instruction and charter for the Nomination Committee.

12. Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders’ meeting in 2027.

13. Resolution on approval of remuneration report.

14. Resolution on authorization for the board of directors regarding issues.

15. Resolution on implementation of a long-term incentive program by way of (A) implementation of LTI 2026; (B) amendment of the Articles of Association; (C) authorization on directed issue of series C shares; (D) authorization on repurchase of series C shares; and (E) resolution on transfer of own ordinary shares.

16. Closing of the meeting.

Resolution proposals

Item 1: Election of chairman of the meeting

The Nomination Committee, consisting of Joakim Tedroff, representing himself, Søren Skjærbæk, representing Jørgen Drejer, and the chairman of the board, John Haurum, proposes that attorney Ola Grahn is elected as chairman of the annual shareholders’ meeting.

Item 7 (b): Resolution on allocation of the company’s loss in accordance with the adopted balance sheet

The board of directors proposes that no dividends are paid and that available funds are carried forward to a new account.

Item 8: Determination of the number of members of the board as well as the number of auditors and deputy auditors

The Nomination Committee proposes that the board of directors shall be composed of four ordinary board members until the end of the next annual shareholders’ meeting.

The Nomination Committee further proposes that one registered accounting firm is appointed as auditor.

Item 9: Determination of remuneration for the board members and the auditors

The Nomination Committee proposes that board remuneration shall be paid with SEK 800,000 to the chairman of the board (increased with SEK 100,000 compared to previous year) and with SEK 315,000 to each of the members of the board, who are not employed by Saniona or any of its subsidiaries (increased with SEK 15,000 compared to previous year). In addition, remuneration is proposed to be paid for committee work with SEK 100,000 to the chairman of the Audit Committee (unchanged from previous year), with SEK 50,000 to each of the other members of the Audit Committee (unchanged from previous year), with SEK 50,000 to the chairman of the Remuneration Committee, and with SEK 30,000 to each of the other members of the Remuneration Committee (unchanged from previous year), provided that no remuneration for committee work shall be paid to members of the board, who are employed by Saniona or any of its subsidiaries.

The Nomination Committee further proposes that remuneration to the auditor shall be paid in accordance with customary charging standards and approved invoice.

Item 10: Election of members of the board, the chairman of the board and the vice chairman of the board as well as accounting firm or auditors

The Nomination Committee proposes that Jørgen Drejer, Anna Ljung, Carl Johan Sundberg and John Haurum are re-elected as ordinary board members, that John Haurum is re-elected as chairman of the board, and that Jørgen Drejer is re-elected as deputy chairman of the board.

Information on the board members proposed for re-election can be found at the company’s website and in the Annual Report (see www.saniona.com).

The Nomination Committee further proposes, in accordance with the recommendation from the Audit Committee, that Öhrlings PricewaterhouseCoopers AB is re-elected as accounting firm. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Cecilia Andrén Dorselius will continue to be the auditor in charge.

Item 11: Resolution on instruction and charter for the Nomination Committee

The Nomination Committee proposes that a Nomination Committee shall be appointed before coming elections and remuneration, and that an instruction and charter for the Nomination Committee shall be adopted in accordance with the following substantial terms.

The Nomination Committee shall be comprised of three members which shall be the chairman of the board of directors and two members appointed by the two largest shareholders as of last September. The “two largest shareholders” refer to the ownership grouped registered or in any other way known shareholders as per the end of September. If any of these two largest shareholders refrain from appointing an owner representative, or if an owner representative resigns or relinquishes the position before the assignment is completed and the entitled shareholder does not appoint another representative, the chairman of the board of directors shall invite the next shareholder (i.e. first the third largest owner) to within a week of the request appoint an owner representative. The procedure shall continue until the Nomination Committee is composed of three members.

If a substantial change of ownership occurs no later than seven weeks before the annual shareholders’ meeting, a new shareholder representative shall be appointed. The chairman of the board of directors shall then contact the one of the two largest shareholders without an owner representative and request such shareholder to appoint a representative. When such a representative has been appointed, such representative shall be a member of the Nomination Committee and replace the former member of the Nomination Committee who no longer represents one of the two largest shareholders.

The Nomination Committee’s term shall run until such time as a new Nomination Committee has been elected.

Item 12: Resolution on remuneration of the Nomination Committee for work ahead of the annual shareholders’ meeting in 2027

The Nomination Committee proposes that remuneration should be paid to the members of the Nomination Committee for the work up and until the annual shareholders’ meeting to be held in 2027 with SEK 30,000 to each member, who is not also a board member.

Item 13: Resolution on approval of remuneration report

The board of directors proposes that the annual shareholders’ meeting resolves to approve the board of directors’ remuneration report for the financial year 2025.

Item 14: Resolution on authorization for the board of directors regarding issues

The board of directors proposes that the annual shareholders’ meeting resolves to authorize the board of directors, within the limits of the company’s Articles of Association, at one or several occasions, during the time up until the next annual shareholders’ meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, warrants and/or convertibles. An issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 27,606,026, which corresponds to approximately 20 per cent of the current number of shares in the company (unchanged from last year). In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue should be made on market terms. The purpose of the authorization is to be able to source working capital, to be able to execute and finance acquisitions of companies and assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances.

The company’s CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

Item 15: Resolution on implementation of a long-term incentive program by way of (A) implementation of LTI 2026; (B) amendment of the Articles of Association; (C) authorization on directed issue of series C shares; (D) authorization on repurchase of series C shares; and (E) resolution on transfer of own ordinary shares

The board of directors proposes that the annual shareholders’ meeting resolves to implement a long-term incentive program in the form of a share-based program based on so called “restricted stock units” (“RSU”) for the CEO, other senior executives, other employees and consultants in the company in accordance with section A below (“LTI 2026”). The resolution is conditional upon that the annual shareholders’ meeting resolves to amend the Articles of Association in accordance with section B below whereby the possibility to issue series C shares is introduced and that the annual shareholders’ meeting also resolves on hedging measures in accordance with sections C – E below.

The long-term incentive program is intended to be annual, wherefore the board of directors, after having evaluated the program, intends to present new proposals for corresponding or adjusted programs ahead of the forthcoming annual shareholders’ meetings.

A. Implementation of LTI 2026

Background

The company has historically implemented long-term incentive programs for employees and consultants through annual employee option programs. Following an evaluation of the existing employee option programs and the incentive structure, the board of directors of the company has determined that a transition to a RSU program is more appropriate for the company and its participants, as it is expected to provide more predictable value delivery to participants while at the same time limiting the dilution for the shareholders. The purpose of the proposed LTI 2026 is to secure a long-term commitment for employees and consultants in the company through a compensation system which is linked to the company’s future value growth. Through the implementation of a share-based incentive program, the future value growth in the company is encouraged, which implies common interests and goals for the shareholders of the company and the participants. Such share-based incentive program is also expected to increase the company’s possibilities to retain competent persons.

Terms and conditions for LTI 2026

1. LTI 2026 shall comprise a maximum of 1,347,300 RSUs.

2. Each RSU entitles the holder a right to receive one new ordinary share in the company without consideration. The number of ordinary shares that each RSU entitles to shall be subject to customary recalculations in connection with bonus issue, share split or reverse share split, rights issue or similar corporate actions that affect the number of shares in the company.

3. LTI 2026 shall comprise the CEO, other senior executives, other employees and consultants in the company. The board of directors shall resolve the number of RSUs to be allotted to each participant in LTI 2026, whereby participants in each category listed below can be allotted up to the maximum number of RSUs listed below:

4. Allotment shall take place no later than 31 December 2026.

5. Allotted RSUs will vest with 1/3 each on the date that falls 12, 24 and 36 months, respectively, following the date of allotment. If the number of allotted RSUs is not evenly divisible with 1/3, the number of vested RSUs shall be rounded downwards to the nearest whole number and any excess RSUs shall be considered vested on the last vesting date.

6. Vesting is conditional upon that the participant continues to be employed within or carries out an assignment on consultant basis for the Saniona group (the “Group”) and has not terminated the employment/assignment as of the date when the respective vesting occurs. If the participant ceases to be employed within/carry out an assignment for the Group before a vesting date, transfer of ordinary shares corresponding to the already vested RSU’s may take place in accordance with the below, but further vesting will not occur. However, if the participant's employment or assignment is terminated due to dismissal or due to personal reasons/breach of contract, vested RSUs shall also lapse.

7. The RSUs shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested RSUs shall accrue to the beneficiaries of the holder of the RSUs.

8. The RSUs shall be allotted without consideration.

9. Following complete vesting in accordance with the above, transfer of ordinary shares to the participants shall take place as soon as possible and in any event no later than one year after the complete vesting of the RSUs.

10. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the company, the RSUs will vest in their entirety and ordinary shares shall be transferred in connection with the relevant transaction.

11. Participation in LTI 2026 is conditional upon that such participation can legally take place, and that such participation in the company’s assessment can take place with reasonable administrative costs and financial efforts.

12. The RSUs shall be governed by separate agreements with the participants. The board of directors shall be responsible for the preparation and management of LTI 2026 in accordance with the above-mentioned substantial terms and guidelines and the board of directors shall be authorized to make minor adjustments to these conditions as required by law or for administrative reasons. The board of directors shall also be authorized to adjust or deviate from the terms and conditions as required by local laws and regulations as well as existing market practices, and/or offer cash settlement for participants to the extent delivery of ordinary shares to such participants cannot be made at reasonable costs and administrative actions.

B. Amendment of the Articles of Association

In order to enable the issuance of series C shares under LTI 2026, the board of directors proposes that the annual shareholders’ meeting resolves to incorporate a new § 5 in the company’s Articles of Association in accordance with the following wording. Following the incorporation of the new section in the Articles of Association, the already existing shares shall be ordinary shares.

§ 5 Classes of shares

Shares may be issued in two classes, ordinary shares and series C shares. The ordinary shares shall carry one vote per share and series C shares shall carry one-tenth of a vote per share. Shares of either share class may be issued up to an amount corresponding to the full share capital.

Series C shares do not entitle to dividends. Upon the dissolution of the company, series C shares shall carry equivalent right to the company’s assets as other shares, however, not to an amount exceeding the quota value of the share.

If the company resolves to issue new ordinary shares and series C shares, against payment other than contribution in kind, owners of ordinary shares and series C shares shall have pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders for subscription (secondary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

If the company resolves to issue new shares of either solely ordinary shares or series C shares, against payment other than contribution in kind, all shareholders shall, irrespective of whether their shares are ordinary shares or series C shares, have pre-emption rights to subscribe for new shares pro rata to the number of shares previously held by them.

What is set out above with regard to pre-emption rights shall apply mutatis mutandis in the event of issues of warrants and convertible bonds, and shall not limit the right to resolve upon an issue with deviation from the shareholders’ pre-emption rights.

In the event of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection therewith, the owners of existing shares of a certain class shall entitle the holder to new shares of the same class. This shall not entail any restrictions on the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendments of the Articles of Association.

Reduction of share capital, which in any case shall not fall below the minimum share capital, may, at the request of a holder of a series C share and after resolution by the company’s board of directors or a shareholders’ meeting, take place through redemption of series C shares. A request from a shareholder must be submitted in writing. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the company’s reserve fund, if the required funds are available. The redemption amount per series C share shall be the quota value of such share.

Following receipt of the redemption resolution, holders of shares subject to redemption shall promptly receive payment for the shares, or, if authorization for the redemption from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court is required, following the receipt of notice that the final and effected resolution has been registered.

Series C shares held by the company may, upon resolution of the board of directors, be reclassified into ordinary shares. Immediately thereafter, the board of directors shall register the reclassification with the Swedish Companies Registration Office. The reclassification is effected when it has been registered and the reclassification has been reflected in the central securities depository register.

As a result of the incorporation of the new section, the existing §§ 5–12 of the Articles of Association will be renumbered.

C. Authorization on directed issue of series C shares

The board of directors proposes that the annual shareholders’ meeting resolves to authorize the board of directors, for the period up until the next annual shareholders’ meeting, on one or several occasions, to issue a maximum of 1,347,300 series C shares. The new shares may, with deviation from the shareholders’ preferential rights, only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights in connection with an issue of shares is to secure delivery of ordinary shares under LTI 2026, which shall be effected through the company repurchasing the series C shares issued pursuant to the authorization in D below and thereafter, when the series C shares have been converted to ordinary shares, by transferring ordinary shares to the participants in LTI 2026 in accordance with E below.

D. Authorization on repurchase of series C shares

The board of directors proposes that the annual shareholders’ meeting resolves to authorize the board of directors, for the period up until the next annual shareholders’ meeting, on one or several occasions, to repurchase its own series C shares. Repurchase may only be effected through a public offer directed to all holders of series C shares and shall comprise all outstanding series C shares. Repurchase may also be made of so-called interim shares, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw. Betald Tecknad Aktie (BTA)), regarding a series C share. Repurchase shall be made at a purchase price per share which corresponds to the quota value of the share. The purpose of the proposed repurchase authorization is to secure delivery of ordinary shares to the participants in LTI 2026.

The board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (Sw. aktiebolagslagen) is presented in a separate document provided with this proposal.

E. Resolution on transfer of own ordinary shares

In order to fulfil the company’s obligations towards participants in LTI 2026, the board of directors proposes that the annual shareholders’ meeting resolves that the company shall transfer own ordinary shares as follows:

1. The company shall have the right to transfer the number of ordinary shares that the company has a maximum obligation to transfer to the participants in LTI 2026, at most 1,347,300 ordinary shares.

2. The number of ordinary shares transferred under LTI 2026 may be subject to recalculation in the event of a bonus issue, share split or reverse share split, rights issue or similar corporate actions that affect the number of shares in the company.

3. The ordinary shares that can be transferred in accordance with paragraph 1 above may consist of either shares newly issued and repurchased in accordance with sections C – D above, issued and repurchased in connection with other corresponding LTI programs, but which are no longer required for the performance of the company’s commitments under such programs, or repurchased by the company under other future repurchase authorizations.

4. The right to acquire ordinary shares shall, with deviation from the shareholders’ preferential rights, vest in participants in LTI 2026 who are entitled to receive ordinary shares in accordance with the terms and conditions of the program.

5. Transfer of ordinary shares to participants in LTI 2026 shall be made free of charge and be executed at the relevant time specified in the terms and conditions for LTI 2026.

The reason for the deviation from the shareholders’ preferential rights in connection with transfers of own ordinary shares is to enable delivery of ordinary shares to participants in LTI 2026.

Other information regarding LTI 2026

LTI 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. The board of directors has made a preliminary cost calculation for LTI 2026, which is based on the assumption of a share price of SEK 15.00 at the implementation of the program. The IFRS 2 costs for the RSUs have been estimated to SEK 14.95 per RSU. If the company estimates an employee turnover of 0 per cent until the RSUs are vested, with a third each over three years, and excludes future dividends of the company's share, the total IFRS 2 accounting costs for LTI 2026 are estimated to be approximately SEK 20.1 million over three years. Based on the calculation of the total costs as per the above, the anticipated annual cost is SEK 6.7 million, which corresponds to approximately 9 per cent of the company's total employee costs for the financial year 2026. Based on the calculation of the annual costs and the dilution calculated as per the below, the key figure earnings per share for the full year 2025 had been changed from SEK 2.15 to SEK 2.10 had the company expensed 1/3 of the total costs for LTI 2026 in 2025.

It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.

As per the date of the notice to the annual shareholders’ meeting, the number of shares in the company amounts to 138,030,134.

The maximum number of ordinary shares that can be issued in relation to LTI 2026 amounts to 1,347,300, which corresponds to a dilution of approximately 0.97 per cent of the company’s ordinary shares, calculated on the maximum number of ordinary shares that will be added in connection with LTI 2026. The dilution would only have had a marginal impact on the key figure earnings per share for the full year 2025.

The company currently has several outstanding option programs. For a description of these programs, please see note 13 in the annual report for 2025. As of the date of this notice, options entitling to subscription of in the aggregate 8,715,386 new ordinary shares are outstanding in the previous programs.

In case all existing incentive programs as well as the proposed LTI 2026 are exercised in full, a total of 10,062,686 new ordinary shares will be issued, which corresponds to a total dilution of approximately 6.79 per cent of the company’s ordinary shares, calculated on the number of ordinary shares that will be added upon full exercise of all outstanding incentive programs as well as the proposed LTI 2026.

The above calculations regarding dilution are subject to recalculation of the outstanding incentive programs in accordance with the customary recalculation terms included in the complete applicable terms.

This proposal has been prepared by the board of directors and its Remuneration Committee in consultation with external advisers.

Particular majority requirements

For a valid resolution on the proposal pursuant to item 14, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual shareholders’ meeting. For a valid resolution pursuant to item 15, the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual shareholders’ meeting.

Shareholders’ right to information

At the annual shareholders’ meeting, the board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.

Accounting documents and complete proposals

Accounting documents, the audit report, the board of directors’ remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives and complete proposals for resolutions and other documents for the annual shareholders’ meeting, will be available for the shareholders at the company’s office at Murervangen 42, DK-2600 Glostrup, Denmark and at the company’s website (www.saniona.com) as from no later than three weeks prior to the annual shareholders’ meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the annual shareholders’ meeting.

Number of shares and votes in the company

The total number of shares and votes in the company amounts to 138,030,134. The company does not hold any own shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________________

Malmö in April 2026
Saniona AB (publ)
The Board of Directors