ODI Pharma

Eligibility and registration
Shareholders who wish to participate in the General Meeting shall

• be entered in the share register maintained by Euroclear Sweden AB on 17 June 2025, and
• notify the company no later than on 23 June 2025 by e-mail to info@odipharma.com. The notification shall state full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about deputies or assistants (maximum 2). The notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have their shares registered in their own name through their nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date 17 June 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than 19 June 2025 will be taken into account in the preparation of the share register.

Proxy etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated authorisation signed by the shareholder to the meeting. The authorisation may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the authorisation. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. Proxy forms are available on the company's website www.odipharma.com and will be sent by post to shareholders who contact the company and state their address.

Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice amounts to 15,915,034. The company holds no own shares.

Proposal for the agenda

1. Opening of the meeting.
2. Election of a chairman of the meeting.
3. Drawing up and approval of the voting list.
4. Election of one or two persons to certify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. The Board of Directors' proposal for a resolution on a directed issue of shares.
8. The Board of Directors' proposal for a resolution on a directed issue of shares.
9. The meeting is closed.

Proposed decision in brief:

The Board of Directors' proposal for a resolution on a directed issue of shares (item 7)

Through a directed issue, increase the company's share capital by SEK 70,769.24 through a new issue of 1,769,231 shares. The issue price is set at SEK 0.65 per share.

For the issue, the following conditions shall apply otherwise:

1. The right to subscribe for shares is granted to the following investors:
    

2. For each subscribed shares, a payment of SEK 0,65 shall be made in cash. Any amount exceeding the quota value shall be allocated to the unrestricted share premium reserve. 
3. Subscription of shares shall be binding and made on a separate subscription list no later than three (3) days after the resolution on the issue. Payment shall be made no later than the fourth (4th) banking day after the notification of allotment has been sent to the subscriber. The board of directors shall have the right to extend the last day for subscription and payment. 
4. The new shares shall entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear Sweden AB.
5. The resolution is subject to Chapter 16 of the Swedish Companies Act and requires the approval of shareholders holding at least 90 percent (nine-tenths) of both the votes cast and the shares represented at the general meeting.
6. The board of directors, or any person appointed by the board, is authorized to make minor adjustments required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB. 

The Board's reasons for deviation from the shareholders' preferential rights and valuation:
The subscription price represents a discount of approximately 74% against the 10-day volume weighted average price of the company's shares on the Spotlight Stock Market until and including June 5, 2025. The subscription price was determined through negotiations between the subscribers and the independent part of the board. Against this background, the Board's assessment is that the subscription price reflects prevailing demand and market conditions and is therefore considered to be market-based. Particular consideration has been given to the current market climate, together with the low interest shown during the company’s previous rights issue and the level of discount that other companies in today’s market climate have used in order to successfully carry out a capitalization.

The Board of Directors has carefully considered the possibility of raising the necessary capital through a rights issue but has concluded that there are currently several reasons why it is more advantageous for the Company and its shareholders to raise capital through a directed share issue compared to a rights issue. A rights issue would take significantly longer to execute. The Company has an immediate need for capital that must be addressed before the end of the financial year. The execution of a directed share issue can be carried out at a lower issuance cost and with less complexity than a rights issue. The Company has outstanding debts to the subscribers, which they are willing to set off against shares. The Board of Directors considers it beneficial for the Company and its shareholders that these debts are settled with shares instead of cash.

Therefore, given the current market conditions, it is the Board of Directors' assessment that an issue with a deviation from the shareholders' pre-emptive rights, with the flexibility it provides, is the most appropriate alternative. This is because it enables the Company to raise capital in a time- and cost-efficient manner and on favorable terms for the Company's continued development.

The Board of Directors' proposal for a resolution on a directed issue of shares (item 8)

Through a directed issue, increase the company's share capital by SEK 25 846,16 through a new issue of 646,154 shares. The issue price is set at SEK 1.30 per share.

For the issue, the following conditions shall apply otherwise:

1. The right to subscribe for shares is granted to the following investors:
    

2. For each subscribed shares, a payment of SEK 1.30 shall be made in cash. Any amount exceeding the quota value shall be allocated to the unrestricted share premium reserve. 
3. Subscription of shares shall be binding and made on a separate subscription list no later than three (3) days after the resolution on the issue. Payment shall be made no later than the fourth (4th) banking day after the notification of allotment has been sent to the subscriber. The board of directors shall have the right to extend the last day for subscription and payment. 
4. The new shares shall entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear Sweden AB.
5. The resolution is subject to Chapter 16 of the Swedish Companies Act and requires the approval of shareholders holding at least 90 percent (nine-tenths) of both the votes cast and the shares represented at the general meeting.
6. The board of directors, or any person appointed by the board, is authorized to make minor adjustments required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB. 

The Board's reasons for deviation from the shareholders' preferential rights and valuation:
The subscription price represents a discount of approximately 46% against the 10-day volume weighted average price of the company's shares on the Spotlight Stock Market until and including June 5, 2025. The subscription price was determined through negotiations between the subscribers and the independent part of the board. Against this background, the Board's assessment is that the subscription price reflects prevailing demand and market conditions and is therefore considered to be market-based. Particular consideration has been given to the current market climate, together with the low interest shown during the company’s previous rights issue and the level of discount that other companies in today’s market climate have used in order to successfully carry out a capitalization.

The Board of Directors has carefully considered the possibility of raising the necessary capital through a rights issue but has concluded that there are currently several reasons why it is more advantageous for the Company and its shareholders to raise capital through a directed share issue compared to a rights issue. A rights issue would take significantly longer to execute. The Company has an immediate need for capital that must be addressed before the end of the financial year. The execution of a directed share issue can be carried out at a lower issuance cost and with less complexity than a rights issue. The Company has outstanding debts to the subscribers, which they are willing to set off against shares. The Board of Directors considers it beneficial for the Company and its shareholders that these debts are settled with shares instead of cash.

Therefore, given the current market conditions, it is the Board of Directors' assessment that an issue with a deviation from the shareholders' pre-emptive rights, with the flexibility it provides, is the most appropriate alternative. This is because it enables the Company to raise capital in a time- and cost-efficient manner and on favorable terms for the Company's continued development.

Personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.

Other
The required documents, complete proposals for resolutions and proxy forms will be available at the company's office at Östermalmstorg 1, SE-114 42 Stockholm, Sweden, and on the company's website www.odipharma.com no later than two weeks prior to the general meeting and will be sent to shareholders who so request and state their postal address.

Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

Stockholm in June 2025

ODI Pharma AB (publ)

THE BOARD OF DIRECTORS

For more information on ODI Pharma, please contact:

Volker Wiederrich, Chairman, ODI Pharma AB

E-mail: info@odipharma.com  

ODI Pharma AB

ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer and representative of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.