NOTICE TO CONVENE ANNUAL GENERAL MEETING 2026 GUBRA A/S

NOTICE TO CONVENE ANNUAL GENERAL MEETING 2026
GUBRA A/S
CVR NO. 30 51 40 41
To the shareholders of Gubra A/S (CVR no. 30 51 40 41), notice is hereby given of the annual general meeting of Gubra A/S (the "Company") to be held on:
 

THURSDAY, 26 MARCH 2026 AT 10:00 AM (CET)

GUBRA A/S
HØRSHOLM KONGEVEJ 11B
DK-2970 HØRSHOLM

In accordance with article 12.1 of the articles of association the agenda of the meeting is as follows:

 
Re agenda item 1
The board of directors' report on the Company's activities during the past financial year.
The board of directors recommends that the report is approved.

Re agenda item 2
Presentation of the audited annual report for adoption.
The board of directors recommends that the annual report is adopted.

Re agenda item 3
Resolution on the appropriation of profit or payment of loss in accordance with the adopted annual report.

The board of directors recommends that the result of the year, which is a profit of DKK 1,691 million (rounded), is carried forward to the following year.

Re agenda item 4
Presentation of and advisory vote on the remuneration report.

The vote on the remuneration report is a non-binding advisory vote and is subject to section 139b of the Danish Companies Act.

The remuneration report has been prepared in accordance with the requirements prescribed by section 139b of the Danish Companies Act and contains, inter alia, an overall view of the total remuneration for 2025 of each member of the board of directors and the executive management of the Company.

The remuneration report is available at the Company's website: www.gubra.dk under "Investors > Governance Documents".

Re agenda item 5
Proposal from the board of directors to approve the Company's remuneration policy.

Pursuant to the rules on remuneration policies in the Danish Companies Act, the Company must put the remuneration policy to a vote at the annual general meeting in 2026 due to material changes.

The board of directors therefore proposes that the general meeting approves the Company's existing remuneration policy with the following adjustments/clarifications related to the (i) threshold for the maximum value of annual long time incentive grants to the executive management from 50% to 100% of the annual base salary and (ii) the introduction of a share matching program.

The draft revised remuneration policy is available at the Company's website: www.gubra.dk under "Investors > Governance Documents".

The adopted remuneration policy will be uploaded to the Company's website after the general meeting.

Re agenda item 6
Approval of remuneration of the board of directors for the current financial year.

The board of directors recommends that the remuneration to the board of directors for 2026 be stipulated as follows, representing an increase compared to 2025:

• Ordinary members of the board receive basic remuneration amounting to DKK 300,000.
• The Chair of the board receives the basic remuneration amounting to DKK 900,000.
• The Deputy Chair of the board receives the basic remuneration amounting to DKK 600,000.
• In addition, ordinary members of the Audit Committee receive basic remuneration amounting to DKK 75,000 and the Chair of the Audit Committee receives basic remuneration amounting to DKK 150,000.
• Ordinary members of the Nomination and Remuneration Committee receive basic remuneration amounting to DKK 50,000 and the Chair of each of these committees receive basic remuneration amounting to DKK 100,000.
• In addition, members of the Science & Technology Committee receive basic remuneration amounting to DKK 60,000 and the Chair receive basic remuneration amounting to DKK 120,000.

The board of directors has established an Audit Committee, a Nomination and Remuneration Committee, and a Science & Technology Committee.

Re agenda item 7
Election of members to the board of directors.

According to the articles of association, all members of the board of directors elected by the general meeting are elected for a term of one year.

The board of directors proposes the re-election of the following members in accordance with the recommendation of the Nomination and Remuneration Committee:

• Monika Lessl (Chair)
• Alexander Thomas Martensen-Larsen (Deputy Chair)
• Niels Vrang
• Jacob Jelsing
• Astrid Haug
• Claudia Mitchell
• Arndt Justus Georg Schottelius

In accordance with paragraph 3.2.1 of the Danish Recommendations on Corporate Governance, Alexander Thomas Martensen-Larsen, Astrid Haug, Arndt Justus Georg Schottelius, Claudia Mitchell and Monika Lessl are considered independent.

A description of the backgrounds of the proposed candidates is attached as Appendix 1 to this notice.

Re agenda item 8
Election of auditor.

The board of directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as the Company's auditor for financial purposes in accordance with the Audit Committee's recommendation.
The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the general meetings election of certain auditors or audit firms.

Re agenda item 9
Authorisation to acquire treasury shares.

No proposal has been made under this agenda item, as the board of directors in connection with the IPO was authorised in the period until 14 March 2028 to approve the acquisition of treasury shares, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company. The consideration may not deviate more than 10% from the official price quoted on Nasdaq Copenhagen A/S at the time of the acquisition.

Re agenda item 10
Proposal from the board of directors to renew and increase the existing authorisation to issue warrants.
The board of directors proposes that the general meeting adopts to renew and increase the existing authorisation for the board of directors to issue warrants pursuant to articles 7.1-7.3 of the articles of association.

The renewal of the authorization is proposed inserted in the Company's articles of association as a new article 7.8 with the following wording:

A draft version of the revised articles of association reflecting the proposed amendments (tracked) pursuant to this item 10 is available on the Company's website www.gubra.dk under the Investor section.

Following the general meeting the adopted articles of association will be uploaded on the Company's website www.gubra.dk under the Investor section.

Re agenda item 11
Proposal from the board of directors to remove articles 6.5 and 6.5.1 of the Company's articles of association.
The board of directors proposes that the general meeting resolves to remove articles 6.5 and 6.5.1 of the Company's articles of association.

Article 6.5 and 6.5.1 was adopted in connection with the Company's initial public offering and served a specific purpose in that context. As such, it constitutes a legacy IPO provision and is no longer considered necessary.
The draft revised articles of association are available on the Company's website: www.gubra.dk under the Investor section.
Following the general meeting the adopted articles of association will be uploaded to the Company's website: www.gubra.dk under the Investor section.

Re agenda item 12
The Company has not received any proposals from shareholders to be included on the agenda.

Re agenda item 13
Authorisation to the chair of the general meeting.

The board of directors proposes that the chair of the general meeting be authorised to make such alterations, amendments or additions to the resolutions passed by the general meeting and the application for registration of the resolutions to be filed with the Danish Business Authority (Erhvervsstyrelsen) as the authority may require for registration.

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General information
This notice, including the agenda and the full text of the proposed resolutions as well as the remuneration report, the draft revised articles of association, the information about the total number of shares and the voting rights on the date of the notice, and the proxy/postal voting form and registration form to be used for ordering admission cards will be available from the day of this notice at www.gubra.dk under the Investor section.

This notice, including the agenda and the full text of the proposed resolutions, will also be sent by email to the registered shareholders who have registered their email addresses with the Company in accordance with article 10.3 of the articles of association.

The Company's annual report for 2025 is available in English at www.gubra.dk under "Investors > Financial Reports".

The general meeting is led by a chair of the meeting elected by the board of directors pursuant to article 11.8 of the articles of association.

Votes and voting requirements
Adoption of the proposals made under items 2, 3, 5, 6, 7, 8 and 13 can be adopted by a simple majority of the votes.

Adoption of the proposal made under item 10 and 11 requires at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.

The vote on item 4 is a non-binding advisory vote.

The share capital of the Company amounts to nominally DKK 16,349,703. Each share of nominally DKK 1 carries one vote and thereby entitles the holder to one vote at the general meeting.

Registration date
The shareholders' right to vote at the Company's annual general meeting or the right to vote by post are determined in proportion to the shares held by the shareholders on the date of registration.

The date of registration is Thursday, 19 March 2026.

Only persons who are shareholders in the Company on Thursday, 19 March 2026 are entitled to attend and vote at the annual general meeting, note however below on the shareholders' timely request for admission cards.

The number of shares held by each shareholder in the Company on the date of registration is calculated as of the expiry of the registration date. The calculation will be based on the registration of shares in the register of shareholders and such duly documented notifications to the Company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the Company before expiry of the registration date.

In order to be recorded in the register of shareholders and included in the calculation, information about shareholdings must be substantiated by the presentation of a transcript from VP Securities A/S or other similar documentation that may not be more than one month old. Such documentation must be duly received by the Company before the expiry of the registration date.

Admission card
In order to attend the annual general meeting, shareholders must no later than on Monday, 23 March 2026 at 11:59 pm (CEST) have requested for admission cards to the general meeting via the shareholder portal at www.gubra.dk by using MitId or username and password.

Admission cards may also be requested for by returning a completed and signed registration form in person or by post to Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, in writing or by email to agm@computershare.dk, no later than on Monday, 23 March 2026 at 11:59 pm (CEST). Admission cards are issued to shareholders who hold shares in the Company at the expiry of the registration date.

Please note that admission cards will be sent out electronically via email to the email address specified in the shareholder portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in a printed version. If no email address is specified in the shareholder portal, shareholders may download and/or print the admission cards through the shareholder portal at the Company's website www.gubra.dk.

Further, shareholders who have requested admission cards without specifying their e-mail address can collect the admission card at the entrance of the annual general meeting upon presentation of valid ID.

Proxy / Power of attorney
Shareholders may appoint a proxy holder, e.g. if the shareholder is unable to attend the annual general meeting.

Proxy holders may be appointed electronically through the shareholder portal at the Company's website www.gubra.dk by using MitId or username and password no later than on Monday, 23 March 2026 at 11:59 pm (CEST).

Proxy holders may also be appointed in writing by using the proxy form. Completed and signed forms must be received by the Company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or by email to agm@computershare.dk no later than on Monday, 23 March 2026 at 11:59 pm (CEST).

Computershare A/S is open for inquiries on weekdays from 9:00 am - 3:00 pm (CEST) by telephone +45 4546 0997 or by email to agm@computershare.dk.

Postal vote / Vote in writing
Instead of voting in person at the annual general meeting, the shareholders may vote by post, i.e. vote in writing before the annual general meeting is held.

Postal votes may be submitted electronically through the shareholder portal at the Company's website www.gubra.dk by using MitId or username and password no later than on Wednesday, 25 March 2026 at 12:00 noon (CEST).

Postal votes may also be submitted by using the postal voting form which is available on the Company's website www.gubra.dk under the Investor section. The completed and signed form must be received by the Company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or via email to agm@computershare.dk no later than on Wednesday, 25 March 2026 at 12:00 noon (CEST).

A postal vote that has been received by the Company cannot be revoked. In the event that new proposals are submitted, including any amendments to proposals, or in the event of proposals for new candidates to the board of directors or audit which are not on the agenda, postal votes will be taken into account if the new proposal is substantially the same as the original proposal.

Questions
The shareholders may submit questions in writing in relation to the agenda and the documents for the purpose of the annual general meeting. Questions may be submitted by post or by email to kbo@gubra.dk.

Questions submitted in advance of the general meeting must be received by the Company no later than on Monday, 23 March 2026 at 11:59 pm (CEST). Such questions will be answered in writing or orally at the general meeting.

Computershare A/S is open for inquiries on weekdays from 9:00 am - 3:00 pm by telephone +45 45 46 09 97 or by email to agm@computershare.dk.

Processing of personal data
In connection with the general meeting, personal data will be processed in accordance with the Company's privacy policy available at https://www.gubra.dk/privacy-policy/.

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Hørsholm, on 3 March 2026
The board of directors of Gubra A/S


 

Appendix 1

 
CVs of the Board of Directors

Monika Lessl
Experience
Monika Lessl has been a member of the Board of Directors of the company since November 2023. She is an internationally experienced pharma and life science Executive with more than 25 years of R&D and Innovation leadership. Previously, she was Senior Vice President at Bayer AG, overseeing Corporate R&D and the company’s global societal engagement with a focus on Sustainability and Innovation. She led Bayer‘s Innovation Strategy and Innovation Agenda to strengthen Bayer’s Innovation capabilities and new business models and headed External Innovation Therapeutics, responsible for external innovation strategy and global partnering activities.
Current position
Member of the Board of Trustees of the Bayer Foundation and the Finkelstein Foundation. Besides these roles, she is a Non-Executive Director of the Marienhaus GmbH, a German hospital group, and chair of the Board of Trustees of the Max Planck Institute for Neurobiology of Behaviour. She acts as a jury member of the European Innovation council and the German Ministry of Science and Education.
Education
PhD in Biochemistry from the Max Planck Institute for Molecular Genetics in Berlin and a Diploma in General Management from the Ashridge Business School in London, UK. Further executive education includes a digital diploma from IMD Lausanne and completion of Strategy and Corporate Directors’ programs at Harvard Business School.
Competences
Leadership – M&A – Commercial business – R&D, technology, digitalization – People leadership and change management – ESG – Listed company – Big pharma – Corporate Governance.
 
Alexander Martensen-Larsen
Experience
Alexander Vilhelm Martensen-Larsen has been the Deputy Chair of the Board of Directors of Gubra since May 2022. Alexander has vast experience from both listed and unlisted companies and has previously held several management and executive positions, including Group CEO and Group CFO in IC Group (until 2019 listed on NASDAQ Copenhagen) and Director of M&A at TDC, as well as a background in investment banking from Morgan Stanley.
Current position
Chair of the board in Revolution Race (listed on NASDAQ Stockholm), Raaco, The Jewellery Room, Give Elementer, and Laplandar. Alexander is also Vice Chair of the board of directors of Flugger (listed on NASDAQ Copenhagen) and member of the board of directors of Sustera and PayPerWash.
Education
MBA from IMD and a B.Sc. in international business from Copenhagen Business School.
Competences
Leadership – Finance – M&A – Commercial business – People leadership and change management – Listed company – CRO/sales/marketing
 
Niels Vrang
Experience
Niels Vrang is co-founder of Gubra and has been member of the Board of Directors of Gubra since April 2025, having previously been CSO of Gubra (2022-2024), Chair of the Board of Directors (2016-2022) and CEO (2010-2016). Prior to that Niels Vrang co-founded Rheoscience in 2002 leading its preclinical discovery activities. Niels Vrang obtained his PhD in 2001 from the University of Copenhagen.
Current position
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Education
Niels Vrang hold an MD and a PhD in Neuroscience from the University of Copenhagen.
Competences
Leadership – Commercial business – R&D – innovation, preclinical, non-clinical development and early clinical development, technology and digitalization – People leadership and change management – ESG – Listed and non-listed Biotech – CRO/sales/marketing – Corporate governance.
 
Jacob Jelsing
Experience
Jacob Jelsing is co-founder of Gubra and has been member of the Board of Directors of Gubra since 2016. Jacob has previously held positions as COO and CSO at Gubra, until 2016, where he joined the Board of Directors as Vice-Chair. From 2022-2025 he was Chair of the Board of Directors. Before Gubra, Jacob Jelsing worked as a section manager at Rheoscience A/S from 2006 until 2008. He obtained his PhD at Bispebjerg University Hospital in 2006.
Current position
Chair of the board of Planetary Impact Ventures, Chair of System Audio A/S, board member of Searine A/S, board member of Sould, founder of Change Ventures and Earthbreak.
Education
M.Sc. in Biology and PhD in Neurostereology from the University of Copenhagen.
Competences
Leadership – Commercial business – R&D, technology, digitalization – People leadership and change management – ESG – Biotech – CRO/sales/marketing.
 
Astrid Haug
Experience
Astrid Haug is an independent consultant in Astrid Haug ApS bureau, consulting private companies and organizations on digital strategy, social media, innovation, and green impact communication. She is the author of seven books and is recognized as an expert on radio and television debates and other media covering these topics.
Current position
Member of Faculty at CBS/Borsen Executive Board education and member of the Digital Council at the Danish Academy of Technical Sciences. Besides that, she acts as a board member in Maj Invest, Symbion A/S, Norrebro Teater (vice-chair), Falleshaven, and Re-Zip Aps.
Education
Astrid holds a cand. mag. in Media Sciences.
Competences
Leadership – R&D, technology, digitalization – ESG – CRO/sales/marketing
 
Claudia Mitchell
Dr. Claudia Mitchell is a seasoned entrepreneur, biopharma executive, and board member with over 25 years of global experience in regenerative medicine and life sciences. Her career spans academia, non-profits, biotech, pharmaceuticals, and venture capital, demonstrating her ability to navigate diverse sectors and drive innovation. As a biotech leader, she has successfully founded and led multiple start-ups, secured high-value licensing and M&A deals, and played a pivotal role in advancing drug development from research to clinical trials. Her strategic acumen was further honed at Astellas Pharma, where she managed a $14B portfolio and became the first woman and non-Japanese executive to hold a Senior VP position at the company’s headquarters.
Current position
CEO of Savantia AG (Switzerland), Executive Chair of Cellerys AG (Switzerland), Chair of Cellertz Inc (USA), independent board member at Coave Therapeutics (France).
Education
PhD in Molecular and Cellular Biology from University of Paris, MBA from Ecole Nationale des Ponts et Chausees, France.
Competences
Leadership – M&A – Partnerships – R&D, technology, digitalization – People leadership and change management – Biotech – Listed company – Big pharma – Corporate Governance
 
Arndt Justus Georg Schottelius
Experience
Arndt Justus Georg Schottelius has been a member of the Board of Directors of Gubra since September 2022. Arndt Schottelius is a highly experienced executive with more than 25 years of experience from the pharma and biotech industry and has previously held several management and executive positions including Director and Medical Director Immunology Early Development at Genentech, Inc., Chief Development Officer of MorphoSys AG, and EVP and Head of Research and Development and member of the management board of Kymab Ltd., now part of Sanofi, as well as Chief Scientific Officer of Affimed N.V. (listed on NASDAQ CM). In his leadership positions, he has formed and led successful R&D organizations and established valuable portfolios of drug candidates.
Current position
Arndt Schottelius is serving as Chief Executive Officer of Maxion Therapeutics, Ltd. in Cambridge, UK.
Education
MD PhD from Albert Ludwigs University Freiburg, Germany, resident physician at Charite University Hospital Berlin, Germany, postdoctoral fellow at the University of North Carolina at Chapel Hill, USA, and a Privatdozent/Lecturer (habilitation in experimental internal medicine) at Ludwig-Maximillian University of Munich. Completed the Leadership and Strategy in Pharmaceuticals and Biotech program at Harvard Business School.
Competences
Leadership – R&D, technology, digitalization – Clinical development – People leadership and change management – Listed company – Biotech – CRO/sales/marketing – Strategy – Fundraising – Business development.