Summary from Annual General Meeting of Episurf Medical AB (publ)

Episurf Medical AB (publ) (“Episurf” or the “Company”) held its Annual General Meeting (the “Meeting”) on Thursday, 4 May 2023 in Stockholm.

The income statements and the balance sheets for the Company and the group were approved and the Board of Directors and the CEO were discharged from liability for the financial year 2022.

The Meeting resolved, in accordance with the proposal of the Board of Directors, that the Company shall not pay dividends for the financial year 2022.

The Meeting resolved to approve the remuneration report for the financial year 2022.

In accordance with the proposal by the Nomination Committee, Ulf Grunander, Christian Krüeger, Leif Ryd, Laura Shunk and Annette Brodin Rampe were re-elected as members of the Board of Directors. In addition, in accordance with the proposal by the Nomination Committee, Ulf Grunander was elected as Chairman of the Board of Directors.

In accordance with the proposal by the Nomination Committee, the Meeting resolved that total fees of SEK 1,225,000 (SEK 1,425,000) are to be paid to the Board of Directors, of which SEK 400,000 are to be paid to the Chairman of the Board of Directors, SEK 200,000 are to be paid to each of the other board members and SEK 25,000 are to be paid to the Chairman of the Board of Directors’ Audit Committee.

In accordance with the proposal by the Nomination Committee, the registered accounting firm Öhrlings PricewaterhouseCoopers AB was elected as the auditor of the Company, with the authorised public accountant Tobias Stråhle as the auditor in charge. The auditors’ fee shall be paid in accordance with approved invoice.

The Meeting approved the Nomination Committee’s proposal on the nomination procedure and instruction for the Nomination Committee for the Annual General Meeting 2024.

The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to the senior management.

In accordance with the proposal by the Board of Directors, the Meeting resolved on adoption of an incentive programme based on performance based employee stock options for certain employees. The incentive programme includes certain employees in the Episurf group (up to 23 persons, including Episurf’s senior management). No more than 3,898,159 performance options will be issued. The performance options are hedged by an issue of no more than 3,898,159 warrants of series 2023/2026 to the Company itself. Provided that the participant is still employed by the Episurf group at the expiry of a vesting period of three years, each performance option entitles the employee to purchase one share of series B in the Company for a price of SEK 2.04 per share of series B. Furthermore, the performance options are subject to certain performance targets for the financial year 2023, which determine to what extent the employees are entitled to keep and exercise the performance options. The programme means that a maximum of 3,898,159 shares of series B may be issued, corresponding to a maximum dilution of approximately 1.4 per cent of the number of shares and votes in the Company.

Finally, the Meeting resolved, in accordance with the proposal of the Board of Directors, on an issue authorisation for the Board of Directors.

Episurf Medical AB (publ)

The Board of Directors