Enorama Pharma

The shareholders of Enorama Pharma AB (publ), reg. no. 556716-5591 (the "Company" or "Enorama Pharma"), are hereby invited to attend an extraordinary general meeting on 7 April 2026 at 14.00 CEST at Advokatfirman Delphi's premises at Nordenskiöldsgatan 11 A, 211 19 in Malmö.

Right to participate and notification

Anyone wishing to attend the general meeting shall:

1. be registered as a shareholder in the share register prepared by Euroclear Sweden AB as of the record date of 26 March 2026, and
2. notify the Company of their participation no later than 30 March 2026.

Notification of participation shall be made by email to bolagsstamma@enorama.se. Notification may also be made by post to Enorama Pharma, att: "Bolagsstämma", Strandvägen 7A, 114 51 Stockholm. The notification should include full name, personal or corporate registration number, shareholding, address, telephone number, email address and, where applicable, information about representatives, proxies or advisors (maximum two).

Proxy and power of attorney

If a shareholder is to be represented by a proxy, the proxy must bring a written and dated power of attorney signed by the shareholder in original to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate admission to the meeting, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. Power of attorney forms are available on the Company's website, www.enorama.se, and will be provided by post upon request.

Nominee-registered shares

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance for the meeting, have the shares registered in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 26 March 2026. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registration completed no later than 30 March 2026 will be taken into account when preparing the share register.

Proposal for the agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Presentation of first balance sheet for liquidation purposes and the auditor's report with respect thereto as well as documents pursuant to Chapter 25, Section 4 of the Companies Act
8. Resolution on whether the Company should continue its operations or go into liquidation
9. Closing of the meeting

Proposals for resolutions

Item 2 - Election of chairman of the meeting

The board of directors proposes that lawyer Micael Karlsson, Advokatfirman Delphi, be appointed chairman of the meeting.

Item 8 - Resolution on whether the Company should continue its operations or go into liquidation

The board of directors of Enorama Pharma resolved on 13 February 2026 to prepare a balance sheet for liquidation purposes in accordance with Chapter 25, Section 13 of the Companies Act (2005:551) (Sw. aktiebolagslagen) and had it reviewed by the Company's auditor, who has issued a report with respect thereto. The background to this decision is that the Company's subsidiary Enorama Pharma Inc. has received a so-called Refuse-to-File decision from the U.S. Food and Drug Administration regarding the subsidiary's applications for prior approval of tobacco products, which required the assets related to the Company's subsidiary to be revalued. Enorama Pharma published information about the Refuse-to-File decision on 2 February 2026.

The balance sheet for liquidation purposes shows that the Company's equity amounts to SEK -25,559,465, which is less than half of the registered share capital of approximately SEK 11,654,481. The board of directors therefore refers the question of whether the Company should go into liquidation to the general meeting.

Item 8.i - The board of directors primarily proposes to continue the Company's operations

The board of directors primarily proposes that the shareholders resolve to continue the Company's operations.

The board of directors is in discussions with existing shareholders regarding the injection of capital to restore the Company's equity. The board of directors is also investigating various capital raising measures from existing and new investors.

The board of directors considers that the above measures will enable the Company's equity to be restored and accordingly, the board of directors primarily proposes that the Company shall not go into liquidation, but that the operations shall continue. It is the opinion of the board of directors that the shareholders and the Company are best served by the general meeting resolving to continue the Company's operations in order to best safeguard the Company's interests.

The board of directors has also convened an extraordinary general meeting on 20 March 2026 to resolve on the extension of existing loan agreement and entering into a new loan agreement of USD 4 million with the main shareholder DS Global Pte Limited. Enorama Pharma published information on the loan agreements on 18 February 2026. The new loan agreement and the extension of the existing loan agreement will not restore the Company's equity, but these measures form part of the board's work to improve the Company's liquidity and ensure continued financing of its ongoing business operations.

A resolution to continue the Company's operations means that a general meeting must be convened within eight months of this first control meeting to reconsider the question of whether the Company should go into liquidation (second control meeting). Prior to the second control meeting, the board of directors shall prepare a new balance sheet for liquidation purposes and have it reviewed by the Company's auditor. If that balance sheet for liquidation purposes does not show that the equity has been restored and amounts to at least the registered share capital, the Company is obliged to go into liquidation.

Item 8.ii - The board of directors proposes liquidation as a second option

Despite the primary proposal to continue the Company's operations, the board of directors is obliged, under the Companies Act (2005:551), to prepare a complete proposal for a resolution on liquidation to be submitted to the general meeting. Accordingly, the board of directors proposes as a second option that the general meeting shall resolve that the Company shall go into liquidation.

The reason for the board's proposal is that the Company's equity is less than the registered share capital according to the balance sheet for liquidation purposes prepared by the board of directors as of 31 January 2026.

Should the general meeting resolve on the liquidation of the Company, it is proposed that the resolution on liquidation will apply from the date on which the Swedish Companies Registration Office appoints a liquidator. The board's preliminary assessment is that distribution of the Company's remaining assets would occur within seven to twelve months after the Swedish Companies Registration Office's decision to appoint a liquidator. The proceeds remaining to be distributed to the shareholders are conservatively estimated to be SEK 0 per share. The board of directors has no proposal for a liquidator. 

The board of directors considers that it is only possible to make a rough estimate of the date for distribution and the remaining capital to be distributed at this time.

Available documents

Documents in accordance with the Companies Act (2005:551) will be made available to shareholders at the Company's premises at Strandvägen 7A, Stockholm no later than two weeks before the general meeting. The documents will be sent on request to shareholders who provide their postal address. The documents will also be available and presented at the general meeting.

Information at the general meeting

Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) about circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.

Processing of personal data

For information on how your personal data is processed in connection with the general meeting, see:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

__________________

Stockholm in March 2026

Enorama Pharma AB (publ)

The board of directors

CONTACT

Enorama Pharma AB (publ)

Bengt Jönsson, CEO

info@enorama.se

Strandvägen 7A, 114 51 Stockholm

www.enorama.se

Enorama Pharma AB (publ) is listed on Nasdaq First North Growth Market.

The Company's Certified Adviser is Tapper Partners AB, +46 (0)70 44 010 98, ca@tapperpartners.se.

ABOUT ENORAMA PHARMA

Enorama Pharma's vision is to be a leading global manufacturer and supplier of consumer-friendly, oral nicotine products. The Company intends to expand through product and brand development and by establishing strategically important partnerships. For more information, visit www.enorama.se.