Regulatoriskt pressmeddelande

Notice of the Annual General Meeting of OncoZenge AB (publ)

The shareholders of OncoZenge AB (publ), company registration number 559261-9968 (the “Company”), are hereby invited to attend the Annual General Meeting on 27 May 2026 at 14.00 CEST, held at the offices of Fredersen Advokatbyrå at Birger Jarlsgatan 8, 114 34 Stockholm. Registration for the meeting will commence at 13.30 CEST.

Right to attend and registration
The right to attend the Annual General Meeting is held by those who

both are listed in the share register maintained by Euroclear Sweden AB on Tuesday 19 May 2026,

and have notified their attendance with the Company by no later than Thursday 21 May 2026 by post to OncoZenge AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm, or by email tooncozenge@fredersen.se. The notification must state the name or company name, personal identity number or company registration number, address, telephone number, shareholding and any assistants (maximum of two).

Nominee-registered shares
In order to be entitled to attend the meeting, a shareholder who has had their shares registered in the name of a nominee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is included in the share register as at the record date, Tuesday 19 May 2026. Such re-registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s procedures, at such time in advance as the nominee determines. Voting rights registration carried out by the custodian no later than Thursday 21 May 2026 will be taken into account in the preparation of the share register. This means that the shareholder must request that the custodian carry out such voting rights registration well in advance of 21 May 2026.

Proxies
Shareholders represented by a proxy must issue a power of attorney for such a proxy. If the power of attorney has been issued by a legal entity, a certified copy of the legal entity’s registration certificate, demonstrating its authority to issue the power of attorney, must be attached. The original power of attorney and any certificate of registration should be sent by post well in advance of the meeting to OncoZenge AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm, or by email to oncozenge@fredersen.se. A proxy form must not be more than one year old unless a longer period of validity is specified in the proxy form (maximum five years). Proxy forms are available on the Company’s website, www.oncozenge.se.

Proposed agenda

  1. Opening of the meeting
  2. Election of the Chairman of the Meeting
  3. Election of one or two persons to verify the minutes
  4. Preparation and approval of the voting register
  5. Determination as to whether the meeting has been duly convened
  6. Approval of the agenda
  7. Presentation of the annual report and the auditor’s report
  8. Resolutions on:
    1. the adoption of the profit and loss account and the balance sheet
    2. the allocation of the Company’s profit in accordance with the adopted balance sheet
    3. discharge from liability for the members of the Board and the CEO.
  9. Determination of the number of Board members and deputy Board members, as well as the auditors and deputy auditors
  10. Determination of remuneration for the Board of Directors and the auditor
  11. Election of the Board of Directors, Chairman of the Board and auditor
  12. Proposed resolution on an incentive programme 2026/2028:1 for Board members
  13. Proposed resolution on an incentive programme 2026/2028:2 for key employees and consultants
  14. Proposed resolution regarding authorisation for the Board to resolve on issues of shares, warrants and/or convertibles
  15. Proposal for a resolution authorising the Board to resolve on directed new issues of shares to Sichuan Yangtian Bio-Pharmaceutical Co
  16. Closing of the Annual General Meeting

Proposed resolution

Election of the Chairman of the Meeting (item 2)

The Nomination Committee, comprising Karl Tobieson, appointed by Linc AB, Niclas Holmgren, Andreas Özbek and Daniel Ehrenstråhle, Chairman of the Board of the Company, proposes that Daniel Ehrenstråhle be elected as Chairman of the Annual General Meeting or, in the event of his inability to attend, the person designated by the Board.

Resolution on the allocation of the Company’s profit in accordance with the adopted balance sheet (item 8 b))

The Board proposes that no dividend be paid for the financial year 2025 and that the profit be carried forward.

Determination of the number of Board members and deputy Board members, as well as auditors and deputy auditors (item 9)

The Nomination Committee proposes that the number of Board members shall be four (4) persons, with no deputy members. The Nomination Committee proposes that the Company shall have one (1) auditor, with no deputy auditors.

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

The Nomination Committee proposes a total remuneration for the Board of Directors, for the period until the end of the next Annual General Meeting, of SEK 900,000, of which SEK 300,000 is to be paid to the Chairman of the Board and SEK 200,000 each to the other Board members appointed by the Annual General Meeting.

Furthermore, the Nomination Committee proposes that an additional remuneration be paid to the Chairman of the Board in accordance with the provisions of item 12 of this notice. Such remuneration, which is conditional upon the Annual General Meeting approving the Nomination Committee’s proposal under item 12 and the Chairman subsequently acquiring warrants in incentive programme 2026/2028:1, amounts preliminarily to a maximum of approximately SEK 1,000,000, based on a preliminary price per warrant of SEK 0.95. It is noted that, due to his role on the Nomination Committee, the Chairman of the Board has not participated in the preparation of or the decision regarding the remuneration of the Chairman of the Board.

The Nomination Committee proposes that remuneration to the auditor, for the period until the end of the next Annual General Meeting, shall be paid in accordance with the approved invoice.

Election of the Board of Directors, Chairman of the Board and auditor (item 11)

The Nomination Committee proposes the re-election of Daniel Ehrenstråhle as a Board member and proposes the election of Marie-Louise Fjällskog, Marie Moores and Paul Murtagh as new Board members, all for the period until the end of the next Annual General Meeting. The Nomination Committee proposes the re-election of Daniel Ehrenstråhle as Chairman of the Board.

Information regarding Board members proposed for election:

Marie-Louise Fjällskog (born 1964), resident in the USA
Marie-Louise Fjällskog is a qualified doctor and holds a PhD in medicine, with over 25 years’ experience in clinical oncology, translational research and global drug development. She currently serves as Chief Medical Officer at OncoZenge in Boston and holds board positions at Lytix Biopharma, Biovica International and Faron Pharmaceuticals. Marie has previously held senior positions at Sensei Biotherapeutics, Merus, Infinity Pharmaceuticals and the Novartis Institute for Biomedical Research, and has served as Chief Medical Officer at Faron Pharmaceuticals and Sensei Biotherapeutics.

Marie Moores (born 1968), resident in the UK
Marie Moores is a senior biopharmaceutical executive with nearly 30 years’ experience in oncology drug development and international operations. She has held senior positions at BioInvent International, Theradex Oncology and LINK Medical Research, where she has built up operations, strengthened regulatory capabilities and collaborated with global players in biotech and pharmaceuticals to drive next-generation cancer therapies. Marie has also served as a long-standing board member at Theradex Oncology and currently sits on the board of Aidee Health.

Paul Murtagh (born 1978), resident in Sweden
Paul Murtagh has been a registered dentist in England, Ireland and Sweden since 2001. He trained at Trinity College Dublin and has received a research award in dentistry (IADR). Paul has founded and established several dental clinics in Ireland and one in Sweden and has served as a supervisor at Folktandvården and Sahlgrenska University Hospital in Gothenburg (the KUT programme). He has broad experience and expertise in oral health and dentistry, with a particular interest in research and business development within the sector.

Proposed resolution on an incentive programme 2026/2028:1 for board members (item 12)

The Nomination Committee proposes that the Annual General Meeting resolve on the issue of warrants and the transfer of warrants as follows.

Issue of warrants
The Nomination Committee proposes that the meeting resolve on a directed issue of a maximum of 1,600,000 warrants, entailing an increase in share capital upon full exercise of a maximum of SEK 177,777.888664. The following conditions shall otherwise apply to the resolution.

The purpose of the incentive programme and the reasons for the deviation from the shareholders’ pre-emptive rights are to encourage shareholding in the Company through an incentive programme whereby board members are given the opportunity to participate in and promote positive value growth of the Company’s shares during the period covered by the programme. The programme runs during a period in which the Company is expected to undergo several strategically important phases in its development, including clinical outcomes, regulatory processes and the commencement of commercialisation in the European market. The Board considers that the programme strengthens the Board members’ commitment and long-term alignment of interests with the Company’s shareholders, and promotes the Company’s long-term value creation, to the benefit of the Company and its shareholders.

The right to subscribe for the warrants shall, in deviation from the shareholders’ pre-emptive rights, vest in the Company, with the right and obligation for the Company to transfer the warrants to Board members as set out below. Oversubscription is not permitted. The warrants shall be issued free of charge. Subscription for the warrants shall take place within three weeks of the date of the issue resolution. The Board of Directors is entitled to extend the subscription period.

Each warrant entitles the holder to subscribe for one (1) new share in the Company. Subscription for shares pursuant to the warrants shall take place during the period from 1 December 2028 up to and including 31 December 2028. The new shares that may be issued upon subscription are not subject to any conditions.

The subscription price per share shall correspond to 200 per cent of the volume-weighted average price according to Nasdaq First North Growth Markets’ official price list for the Company’s shares during the ten trading days immediately preceding the 2026 Annual General Meeting. The portion of the subscription price exceeding the quotient value of the shares shall be allocated to the free share premium reserve.

Shares subscribed for pursuant to the warrants shall carry the right to dividends for the first time on the first record date for dividends occurring after the subscription for shares through the exercise of the warrants has been effected.

Warrants held by the Company and which have not been transferred as set out below or which have been repurchased from participants may be cancelled by the Company following a resolution by the Company’s Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.

The Board, or a person appointed by the Board, is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.

Approval of the transfer of warrants
The Nomination Committee proposes that the Annual General Meeting approve the Company’s transfers of warrants on the following terms. The right to acquire warrants from the Company shall be granted to the Company’s Board members as follows.

PositionMaximum number of warrants per personMaximum number of warrants per category
Daniel Ehrenstråhle, Chairman of the Board1,000,0001,000,000
Other Board members200,000600,000

A condition for being entitled to acquire warrants from the Company is (i) that the participant is a member of the Board of Directors of the Company at the time of acquisition, (ii) that the acquisition of warrants may take place in accordance with applicable laws, and, in the Board’s assessment, can be carried out at reasonable administrative cost and financial effort, and (iii) that the participant has entered into an agreement with the Company, pursuant to which the Company, or a party appointed by the Company, is entitled under certain circumstances to repurchase the warrants from the participant if the role as a board member ceases, provided that the participant does not, immediately thereafter, remain in or take up employment with the Company or enter into a contract of engagement with the Company. In the event of such a change of role, the vesting of the warrants shall continue to run in accordance with the terms of this programme. A participant who remains a holder of warrants under this incentive programme shall not be entitled to participate simultaneously in Incentive programme 2026/2028:2. The Board of Directors is entitled to make reasonable amendments and adjustments to the terms of the agreement deemed appropriate or necessary as a result of local civil law, tax law or administrative conditions.

The acquired warrants are subject to a two-and-a-half (2.5) year vesting period, during which the warrants vest linearly and proportionally in equal instalments at the end of each six-month period, calculated from the date of the first acquisition. The Company’s right of repurchase may cease in its entirety upon certain events, such as a public takeover bid or a merger, in accordance with the provisions of the warrant agreement entered into with each participant.

The warrants may be exercised by the participants during the period from 1 December 2028 up to and including 31 December 2028. The period from the transfer of the warrants until a share may be acquired will therefore be less than three years. The reason for this is that the Company considers the most important milestones it faces to be the outcome of the planned Phase 3 trial and the Company’s European expansion. The Company’s intention is to have completed the Phase 3 study, obtained approval for the launch of the Company’s product, and commenced the launch of the product in Europe within two and a half years. The Nomination Committee therefore wishes the term of the Incentive programme 2026/2028:1 to reflect these milestones, which are crucial to the Company’s future development. The Nomination Committee further considers it particularly important to increase the incentive for Board members, in order to stimulate and encourage them to manage the Company in a manner that promotes successful project implementation and the achievement of milestones. The Nomination Committee has assessed that a longer term than that proposed would not, to a sufficient extent, contribute to the ability to retain and attract key expertise or to increase the motivation of Board members, and that the shorter term is in the interests of both the Company and its shareholders.

Notification and allocation
Applications to acquire warrants must be submitted by 30 June 2026 at the latest. The Board of Directors shall, however, be entitled to extend the application period. The Company’s Board of Directors shall decide on the final allocation and the date of transfer of the warrants.

Price and payment, etc.
The warrants shall be transferred on market terms at a price (premium) determined on the basis of an estimated market value for the warrants, calculated using the Black & Scholes valuation model by an independent valuation firm. Payment for allocated warrants shall be made in cash no later than five days after notification of acquisition.

As the warrants are acquired by participants at market value and require a positive trend in the Company’s share price, there are no performance criteria for exercising the warrants.

Further information on the incentive programme

Dilution
Upon full subscription pursuant to all warrants, 1,600,000 new shares may be issued, corresponding to a dilution of approximately 10.02 per cent of the total number of shares and votes in the Company at the time of the notice and based on full exercise. The incentive programme thus gives participants the opportunity to increase their ownership in the Company by the corresponding figure.

Preliminary valuation
The market value of the warrants is calculated using the Black & Scholes valuation formula by an independent valuation firm engaged by the Company. An illustrative Black & Scholes calculation based on an assumed share price of SEK 5.86 gives an option value of SEK 0.95 per warrant, whereby the following assumed parameters have been used in the Black & Scholes calculation:

Exercise price: SEK 11.71
Interest rate: 2.242 per cent
Volatility: 56.5 per cent
Maturity: 2.5 years

The calculation is for illustrative purposes only and the option value according to the final valuation may differ from that stated in the example above.

Impact on key figures and costs for the Company, etc.
The Company’s earnings per share are not affected by the issue of the warrants, as the exercise price of the warrants exceeds the current market value of the share at the time of issue.

The company will partially subsidise the purchase of warrants by the Chairman of the Board, Daniel Ehrenstråhle. The subsidy will be paid out at the start of the programme. The subsidy to the Chairman of the Board shall be set at such an amount that the sum received by Daniel Ehrenstråhle after payment of income tax attributable to the subsidy corresponds to fifty (50) per cent of the total purchase price of the warrants. The reason the Company is partially subsidising the Chairman of the Board’s acquisition of warrants is that, during a prolonged period of significant challenges for the Company, Daniel Ehrenstråhle has made extraordinary contributions whilst the Company was going through a turbulent phase, which have contributed decisively to the Company’s current position and future prospects. Other board members are offered participation in the programme without a subsidy.

As the warrants are acquired by the participants at market value, the Company’s costs for the 2026/2028:1 incentive programme consist mainly of the subsidy to the Chairman of the Board, including associated social security contributions, as well as certain limited administrative costs. The Company’s total cost for the 2026/2028:1 incentive programme is estimated to amount to a maximum of approximately SEK 298,490 in respect of social security contributions, based on a preliminary price per warrant of SEK 0.95. The cost of the subsidy to Daniel Ehrenstråhle of a maximum of approximately SEK 1,000,000 is estimated to be offset by the proceeds from participants’ subscription for warrants.

The subsidy for the acquisition of warrants shall be treated as an additional board remuneration to the Chairman of the Board, in accordance with the proposal in item 10 on the agenda, and shall be paid at the start of the programme in connection with the participant’s acquisition of warrants under the Incentive programme 2026/2028:1.

Preparation of the matter
The principles of the incentive programme have been drawn up by the Nomination Committee in consultation with external advisers. The Nomination Committee has subsequently decided to submit this proposal to the Annual General Meeting. It is noted that, due to his role on the Nomination Committee, the Chairman of the Board has not participated in the Nomination Committee’s preparation of or decision on the proposal for the programme. The Board members who may be covered by the programme have not participated in the drafting of the terms and conditions.

Other share-based incentive programmes, etc.
At the time of this notice, the Company has no outstanding share-based incentive programmes. The 2025 Annual General Meeting resolved to establish incentive programme 2025/2027:1 and 2025/2027:2, which have lapsed without any notification of participation within the prescribed notification period.

Instructions to the Board
The Nomination Committee proposes that the Annual General Meeting instruct the Board of Directors of the Company to implement the resolution as set out above.

Majority requirement
For a valid resolution in accordance with the Nomination Committee’s proposal under this item 12, the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting. Board members who are also shareholders in the Company shall not vote on resolutions of the meeting that concern themselves.

Proposed resolution on an incentive programme 2026/2028:2 for key employees and consultants (item 13)

The Board of Directors proposes that the Annual General Meeting resolve on the issue of warrants and the transfer of warrants as follows.

Issue of warrants
The Board of Directors proposes that the Annual General Meeting resolve on a directed issue of a maximum of 1,300,000 warrants, entailing an increase in share capital upon full exercise of a maximum of SEK 144,444.534540. The following conditions shall otherwise apply to the resolution.

The reason for the deviation from shareholders’ pre-emptive rights is to offer key employees and key consultants within the Company the opportunity to participate in the growth in value of the Company’s shares. The programme runs during a period in which the Company is expected to undergo several strategically important phases in its development, including clinical outcomes, regulatory processes and the commencement of commercialisation in the European market. The programme aims to increase commitment to the Company’s operations and earnings performance, as well as to strengthen motivation and a sense of belonging to the Company, and to improve opportunities to recruit and retain skilled personnel. The Board of Directors considers that the programme promotes the Company’s long-term value creation and may have a positive impact on the Company’s continued development, to the benefit of the Company and its shareholders.

The right to subscribe for the warrants shall, in deviation from the shareholders’ pre-emptive rights, be granted to the Company, with the right and obligation for the Company to transfer the warrants to the participants as set out below. Oversubscription is not permitted. The warrants shall be issued free of charge. Subscription for the warrants shall take place within three weeks of the date of the issue resolution. The Board of Directors is entitled to extend the subscription period.

Each warrant entitles the holder to subscribe for one new share in the Company. Subscription for shares pursuant to the warrants may take place during the period from 1 December 2028 up to and including 31 December 2028.

The subscription price per share shall correspond to 200 per cent of the volume-weighted average price according to Nasdaq First North Growth Markets’ official price list for the Company’s shares during the ten trading days immediately preceding the 2026 Annual General Meeting. The portion of the subscription price exceeding the quotient value of the shares shall be allocated to the free share premium reserve.

Shares subscribed for pursuant to the warrants shall carry the right to dividends for the first time on the first record date for dividends occurring after the subscription for shares through the exercise of the warrants has been effected.

Warrants held by the Company and which have not been transferred as set out below or which have been repurchased from participants may be cancelled by the Company following a resolution by the Company’s Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.

The Board, or a person appointed by the Board, is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.

Approval of the transfer of warrants
The Board proposes that the Annual General Meeting approve the Company’s transfers of warrants on the following terms. The right to acquire warrants from the Company shall be granted to key employees and consultants as follows.

Category
Maximum number of warrants per personMaximum number of warrants per category
Stian Kildal, Chief Executive Officer1,200,0001,200,000
Other key employees and consultants (maximum three (3) persons)100,000100,000

Allocation upon signing
If warrants within a particular category remain after all applications within that category have been met (i.e. upon ‘subscription’), the remaining number that has not been acquired (regardless of the category to which the warrants originally belonged) may be offered to other existing and newly appointed key personnel and consultants falling within the categories specified above, in which case the above guidelines for acquisition shall apply and the maximum number of such additional warrants that may be allocated to each participant within the respective group shall correspond to the maximum number specified in the table above.

A condition for being entitled to acquire warrants from the Company is (i) that the participant is, at the time of acquisition, employed by or acting as a consultant for the Company, (ii) that the acquisition of warrants may take place in accordance with applicable laws, and, in the Board’s assessment, can be carried out at reasonable administrative cost and financial effort, and (iii) that the participant has entered into an agreement with the Company, under which the Company, or a party appointed by the Company, is entitled under certain circumstances to repurchase the warrants from the participant if the participant’s employment ceases, provided that the participant does not, immediately thereafter, remain in or take up another position or assignment with the Company or be appointed as a member of the Board of Directors of the Company. In the event of such a change of role, the vesting of the warrants shall continue to run in accordance with the terms of this programme. A participant who remains a holder of warrants under this programme shall not be entitled to participate simultaneously in Incentive programme 2026/2028:1.

The acquired warrants are subject to a two-and-a-half (2.5) year vesting period, during which the warrants vest linearly and proportionally in equal instalments at the end of each six-month period, calculated from the date of the first acquisition. The Company’s right of repurchase may cease in its entirety upon certain events, such as a public takeover bid or a merger, in accordance with the provisions of the warrant agreement entered into with each participant.

The warrants will be exercisable by the participants during the period from 1 December 2028 up to and including 31 December 2028. The period from the transfer of the warrants until a share may be acquired will thus be less than three years. The reasons for this are that the Company considers the most important milestones facing the Company to be the outcome of the planned Phase 3 study and the Company’s European expansion. The Company’s intention is to have completed the Phase 3 study, obtained approval for the launch of the Company’s product, and commenced the launch of the product in Europe within two and a half years. The Board therefore wishes the term of Incentive programme 2026/2028:2 to reflect these milestones, which are crucial to the Company’s future development. The Board further considers it particularly important to increase the incentives for the Company’s key personnel, in order to stimulate and encourage key employees and consultants to drive the Company in a manner that promotes successful project implementation and the achievement of milestones. The Board has assessed that a longer term than that proposed would not, to a sufficient extent, contribute to the ability to retain and attract key expertise or to increase the motivation of key employees and consultants, and that the shorter term is in the interests of both the Company and the shareholders.

Notification and allocation
Applications to acquire warrants must be submitted by 30 June 2026 at the latest. However, the Board of Directors shall be entitled to extend the application period. The Company’s Board of Directors shall decide on the final allocation and the date of transfer of the warrants.

Price and payment, etc.
The warrants shall be transferred on market terms at a price (premium) determined on the basis of an estimated market value for the warrants, calculated using the Black & Scholes valuation model by an independent valuation firm. Payment for allocated warrants shall be made in cash no later than five days after the application for acquisition.

As the warrants are acquired by participants at market value and require a positive trend in the Company’s share price, there are no performance criteria for exercising the warrants.

Further information on the incentive programme

Dilution
Upon full subscription pursuant to all warrants, 1,300,000 new shares may be issued, corresponding to a dilution of approximately 8.47 per cent of the total number of shares and votes in the Company at the time of the notice and based on full exercise. The programme thus gives participants the opportunity to increase their ownership in the Company by the corresponding figure.

Preliminary valuation
The market value of the warrants is calculated using the Black–Scholes valuation formula by an independent valuation firm engaged by the Company. An illustrative Black & Scholes calculation based on an assumed share price of SEK 5.86 gives an option value of SEK 0.95 per warrant, whereby the following assumed parameters have been used in the Black & Scholes calculation:

Exercise price: SEK 11.71
Interest rate: 2.242 per cent
Volatility: 56.5 per cent
Maturity: 2.5 years

The calculation is for illustrative purposes only and the option value according to the final valuation may differ from that stated in the example above.

Impact on key figures and costs for the Company, etc.
The Company’s earnings per share will not be affected by the issue of the warrants, as the exercise price of the warrants exceeds the current market value of the share at the time of issue.

The Company will partially subsidise CEO Stian Kildal’s acquisition of warrants. The subsidy will be paid out at the start of the programme. The subsidy to the CEO shall be set at such an amount that the sum received by Stian Kildal after payment of income tax attributable to the subsidy corresponds to fifty (50) per cent of the total purchase price of the warrants. The reason the Company is partially subsidising the CEO’s acquisition of warrants is that, during a prolonged period of significant challenges for the Company, Stian Kildal has made extraordinary contributions whilst the Company was undergoing a turbulent phase, which have contributed decisively to the Company’s current position and future prospects. Other key employees and consultants are offered participation in the programme without a subsidy.

As the warrants are acquired by the participants at market value, the Company’s costs for the 2026/2028:2 incentive programme consist mainly of the subsidy to the CEO, including associated social security contributions, as well as certain limited administrative costs. The Company’s total cost for the 2026/2028:2 incentive programme is estimated to amount to a maximum of approximately SEK 358,188 in respect of social security contributions, based on a preliminary price per warrant of SEK 0.95. The cost of the grant to Stian Kildal of a maximum of approximately SEK 1,140,000 is expected to be offset by the proceeds from participants’ subscription to warrants.

Preparation of the matter
The principles of the incentive programme have been drawn up by the Company’s Board of Directors in consultation with external advisers. The Board has subsequently decided to present this proposal to the Annual General Meeting. No key employee or consultant who may be covered by the programme has been involved in the drafting of the terms and conditions.

Other share-based incentive programmes, etc.
At the time of this notice, the Company has no outstanding share-based incentive programmes. The 2025 Annual General Meeting resolved to establish incentive programmes 2025/2027:1 and 2025/2027:2, which have lapsed without any applications for participation being received within the prescribed application period.

Instructions to the Board
The Board proposes that the Annual General Meeting instruct the Board of the Company to implement the resolution as set out above.

Majority requirement
For a valid resolution in accordance with the Board’s proposal under this item 13, the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.

Proposed resolution regarding authorisation for the Board to resolve on issues of shares, warrants and/or convertibles (item 14)

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from shareholders’ pre-emptive rights, to resolve on new issues of shares, warrants and/or convertibles. The authorisation shall also include the right to resolve on new issues of shares, warrants (with or without consideration) and/or convertibles with provisions for non-cash consideration, set-off or other conditions in accordance with the Companies Act. Issues made in deviation from shareholders’ pre-emptive rights and pursuant to this authorisation shall be limited to a maximum of twenty (20) per cent of the total number of outstanding shares in the Company as at the 2026 Annual General Meeting and shall be made at a market-based subscription price, subject to a market-based issue discount where applicable.

The purpose of the authorisation and the reasons for any deviation from shareholders’ pre-emptive rights are to enable share issues to be carried out to finance the Company’s operations, the commercialisation and development of the Company’s products, to expand the Company’s shareholder base with new strategic owners and/or to acquire products, project portfolios, operations, companies or parts of companies.

The Board of Directors, the CEO or a person appointed by the Board shall be authorised to make such minor adjustments and clarifications to the resolutions of the Anuual General Meeting as may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear.

For a valid resolution under this item (14), the resolution must be supported by shareholders representing at least two-thirds of both the votes cast at the meeting and the shares represented at the meeting.

Proposal for a resolution authorising the Board to resolve on directed new issues of shares to Sichuan Yangtian Bio-Pharmaceutical Co (item 15)

On 27 January 2025, the Company entered into an investment agreement with the external investor Sichuan Yangtian Bio-Pharmaceutical Co., Ltd. (the “Investor”) for a total of approximately SEK 30.2 million (the “Investment Agreement”), in accordance with the terms set out in the Company’s press release of 27 January 2025. At the Annual General Meeting on 28 May 2025, the meeting resolved to authorise the Board, until this Annual General Meeting, to decide, with deviation from shareholders’ pre-emptive rights, on four directed new issues to the Investor. To enable the investment to be carried out, the Board proposes that the Annual General Meeting renew the authorisation to the Board to, in deviation from the shareholders’ pre-emptive rights, resolve on the fourth and final directed issue to the Investor of a total of up to 2,334,823 new shares at a subscription price of SEK 6.47 per share (the “Directed Issue”). The total dilution for the Company’s shareholders that may arise as a result of the Directed Issue, pursuant to the authorisation, amounts to a total of approximately 14.25 per cent, calculated on the basis of the number of shares and votes in the Company as at the date of the notice of the Annual General Meeting and following completion of the Directed Issue.

In light of the above, the Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, during the period until the next Annual General Meeting and in addition to the authorisation to be resolved upon under agenda item 14, to resolve on new issues of shares to Sichuan Yangtian Bio-Pharmaceutical Co., Ltd, or to a wholly-owned subsidiary of the Investor, with deviation from the shareholders’ pre-emptive rights. Payment for subscribed shares issued pursuant to the authorisation shall only be made in cash. The total number of shares that may be issued pursuant to the authorisation amounts to a maximum of 2,334,823 new shares. The purpose of the authorisation is to fulfil the Company’s obligations in accordance with the Investment Agreement.

The Company’s CEO, or a person appointed by him, is authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration and implementation.

For a valid resolution under this item 15, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast at the meeting and the shares represented at the meeting.

Shareholders’ right to receive information
Shareholders are reminded of their right to request information from the Board of Directors and the CEO at the meeting in accordance with Chapter 7, Section 32 of the Companies Act.

Documents
Copies of financial statements, the auditor’s report, proxy forms and other documents required to be made available prior to the general meeting under the Companies Act will be made available to shareholders at the Company’s offices and on the Company’s website, www.oncozenge.se, no later than three weeks prior to the Annual General Meeting. The documents will also be sent free of charge to shareholders who request them and provide their postal address.

Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

___________________


Stockholm, April 2026
OncoZenge AB (publ)
The Board

BupiZenge™ – Potential to be the leading treatment for oral pain.

For further information, please contact:
Michael Owens, CFO, mobile: +46 733 244 988, email: michael.owens@oncozenge.se

The information was submitted for publication, via the contact person above, on 24 April 2026 at 08:00.

Certified Adviser
OncoZenge’s Certified Adviser is Redeye Nordic Growth AB.

OncoZenge AB (publ)
Gustavslundsvägen 34, 167 51 Stockholm, Sweden.

About OncoZenge
OncoZenge is developing a new, effective, safe and well-tolerated treatment for oral pain in conditions where currently available treatment options either do not provide sufficient pain relief or are associated with significant side effects. BupiZenge™ is a new oral lozenge formulation of bupivacaine, an anaesthetic with decades of clinical experience. OncoZenge’s primary indication is oral pain caused by an inflammatory condition known as oral mucositis, which affects millions of patients undergoing cancer treatment. Oral mucositis causes physical and psychological suffering, creating a significant unmet medical need for an effective, opioid-sparing treatment option. BupiZenge™ has demonstrated significantly better pain relief compared with standard care for this indication in a Phase 2 study. The company’s shares are listed on the Nasdaq First North Growth Market (OMX: ONCOZ).