Camurus : AGM minutes 2024

This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

Minutes of the annual general meeting in Camurus AB (publ), corporate identity no 556667-9105, Wednesday 8 May 2024 in Lund

§ 1	Opening of the meeting

The meeting was opened by lawyer Jakob Wijkander on behalf of the Board.

§ 2	Election of chairman of the meeting

The meeting resolved to elect lawyer Jakob Wijkander as chairman of the meeting. It was noted that the lawyer Alice Castler was assigned to keep the minutes of the meeting.

The meeting approved the presence of certain non-shareholders at the meeting.

§ 3	Preparation and approval of the voting list

A list of the shareholders, representatives and assistants present at the meeting was drawn up by the company, based on the annual general meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received, Appendix 1.The list was approved as voting list at the meeting.

§ 4	Election of persons to approve the minutes

Per Sandberg, representing Sandberg Development AB, and Arne Lööw, representing Fjärde AP-fonden, were appointed to approve the minutes together with the chairman.

§ 5	Determination of compliance with the rules of convening the meeting

It was informed that a notice convening the meeting had been published in the Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) on 5 April 2024 and had been available on the company's website since 2 April 2024, and that advertisement regarding the convening notice had been published in Svenska Dagbladet on 5 April 2024. The meeting was declared to be duly convened.

2(6)

§ 6	Approval of the agenda

The meeting resolved to approve the agenda according to the proposal in the notice convening the meeting.

§ 7	The CEO's report

Fredrik Tiberg, CEO of the company, reported on the financial year 2023.

The shareholders were given the opportunity to ask questions.

§ 8 Presentation of a) the annual report and auditor's report as well as the group

annual report and group auditor's report, and b) the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives

It was informed that the annual report of the company and the group, together with the balance sheet and the income statement as well as the auditor's report and the group auditor's report for the financial year 2023, had been available to the shareholders at the company and on the company's website since 28 March 2024, had been distributed to all shareholders on request and was also available at the meeting.

Further, it was informed that the statement by the auditor on the compliance with the applicable guidelines for remuneration to senior executives had been available at the company and on the company's website since 2 April 2024 and distributed to all shareholders on request and that said documents was available at today's meeting. It was informed that the same has applied for the Board's proposals under items 13, 14, 15, 16, and 17 on the agenda and the Board's statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

It was noted that all of the above documents had been duly presented at the meeting.

The authorized public accountant Johan Rönnbäck from Öhrlings PricewaterhouseCoopers AB reported on the accountants' work and the auditor's report and the group auditor's report for the financial year 2023.

• 9 a Resolution regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

The meeting resolved to adopt the presented income statement and the balance sheet and the consolidated income statement and consolidated balance sheet, all as per 31 December 2023.

3(6)

• 9 b Resolution regarding appropriation of the company's earnings in accordance with the adopted balance sheet

It was informed that the Board's complete proposal for appropriation of the company's earnings is presented in the annual report. The meeting resolved that no dividend is to be distributed for the financial year of 2023 and that the funds at the disposal of the meeting of MSEK 1,386.5 should be carried forward.

• 9 c Resolution regarding discharge from liability in relation to the company for the Board members and the CEO

The meeting resolved that the members of the Board and the CEO should be discharged from liability for the financial year 2023. It was noted that the members of the Board and the CEO, who were registered in the voting list, did not participate in the decision regarding discharge from liability in relation to themselves.

§ 10 Establishment of the number of Board members and the number of auditors

The Chairman of the Nomination Committee, Per Sandberg, reported on the Nomination Committee's proposals under items 10-12 as well as the functions and the work of the Nomination Committee ahead of the annual general meeting 2024.

The meeting resolved, in accordance with the proposal of the Nomination Committee, that the number of Board members shall be six, with no deputy members, and that a registered accounting firm shall be the company's auditor.

§ 11	Establishment of fees to the Board members and the auditor

The meeting resolved, in accordance with the proposal of the Nomination Committee, that fees to the Board, including fees for work in the committees, is to be paid with SEK 2,505,000 in total. A fee of SEK 800,000 shall be paid to the chairman and SEK 335,000 to each of the other members elected by the general meeting and not employed by the company. For committee work it was resolved that a remuneration of SEK 150,000 shall be paid to the chairman of the Audit Committee and SEK 70,000 shall be paid to each of the other members of the Audit Committee and that SEK 50,000 shall be paid to the chairman of the Remuneration Committee and SEK 25,000 shall be paid to each of the other members of the Remuneration Committee.

The meeting resolved, in accordance with the proposal of the Nomination Committee, that fee to the auditor shall be paid as per approved invoice.

4(6)

§ 12	Election of Board members and auditor

The chairman informed that the Board members proposed for re-election and their assignments in other companies are presented in the annual report.

The meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect the Board members Per Olof Wallström, Hege Hellstrøm, Jakob Lindberg, Stefan Persson, Erika Söderberg Johnsson and Fredrik Tiberg. Further, Per Olof Wallström was re-elected as chairman of the Board.

The meeting resolved, in accordance with the Nomination Committee's proposal, to elect Öhrlings PricewaterhouseCoopers AB as auditor for the company. It was noted that Öhrlings PricewaterhouseCoopers AB had informed the company that the authorized public accountant Johan Rönnbäck will be auditor in charge.

§ 13	Resolution on approval of remuneration report

The meeting resolved to approve the Board's remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

• 14 Resolution on authorization of the Board to resolve on issues of new shares and/or convertibles

The chairman accounted for the main contents of the Board's proposal on authorization of the Board to resolve on issue of new shares and/or convertibles in accordance with Appendix 2. The shareholders were given the opportunity to ask questions.

The chairman informed that the resolution must be approved by shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.

The meeting resolved in accordance with the proposal of the Board. It was noted that the resolution was unanimous, except for the shareholders with a total holding of approximately 10.63 percent of the shares and votes at the meeting that had notified, through postal voting or otherwise, that they abstain or vote against the proposal.

§ 15	Resolution on authorization for the Board to resolve on acquisition and
	transfer of the company's own shares

The chairman accounted for the main contents of the Board's proposal on authorization for the Board to resolve on acquisition and transfer of the company's own shares in accordance with Appendix 3. The shareholders were given the opportunity to ask questions.

The chairman informed that the resolution must be approved by shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.

5(6)

The meeting resolved in accordance with the proposal of the Board. It was noted that the resolution was unanimous, except for the shareholders with a total holding of approximately 0.04 percent of the shares and votes at the meeting that had notified, through postal voting or otherwise, that they vote against the proposal.

§ 16	Resolution on the implementation of a Performance Share Plan 2024/2027
	and delivery arrangements in respect thereof

The chairman accounted for the main contents of the Board's proposal on the implementation of a Performance Share Plan and delivery arrangements in respect thereof in accordance with Appendix 4. The shareholders were given the opportunity to ask questions.

The meeting resolved on the implementation of a Performance Share Plan in accordance with item A in the Board's proposal.

The meeting further resolved on delivery arrangements in respect of the program in accordance with item B.1 in the Board's proposal. It was noted that the resolution was unanimous, except for the shareholders with a total holding of approximately

0.16 percent of the shares and votes at the meeting that had notified, through postal voting or otherwise, that they abstain or vote against the proposal.

§ 17	Resolution on approval of transfer of warrants issued under
	ESOP2021/2024

The chairman accounted for the main contents of the Board's proposal on resolution on approval of transfer of warrants issued under ESOP2021/2024 in accordance with Appendix 5. The shareholders were given the opportunity to ask questions.

The meeting resolved in accordance with the proposal of the Board.

§ 18	Closing of the meeting

The chairman closed the meeting.

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Minutes kept by:

_______________________

Alice Castler

Approved:

_______________________

Jakob Wijkander

______________________

Per Sandberg

_______________________

Arne Lööw

Appendix 2

LEGAL#24653122v4

The English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish texts the Swedish text shall prevail.

Proposal by the Board of Directors on authorization for the Board of Directors to resolve on issues of new shares and/or convertibles

The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to resolve on issues of new shares and/or convertibles in accordance with the following conditions:

1. The authorization may be exercised on one or several occasions up to the annual general meeting 2025.
2. Issues may be made of such number of new shares and/or convertibles, that corresponds to a maximum of 20 percent of the company's share capital at the time the authorization is exercised for the first time.
3. An issue may be made with or without deviation from the shareholders' preferential right.
4. An issue may be made against cash payment, by set-off or by contribution in kind.
5. The issue price shall, in the case of deviation from the shareholders' preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of the issue.

The purpose of the above authorization and the reason for the deviation from the shareholders' preferential right is to enable licensing or investments in the development of product candidates, approved medicines and/or supplementary technologies, to carry out or finance, fully or partly, acquisitions of companies, product candidates or development projects, to strengthen the company's capital base and/or to broaden the company's ownership base.

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorized to make such minor adjustments of the resolution of the general meeting that may be necessary in connection with registration with the Swedish Companies Registration Office.

Majority requirement

Under the Swedish Companies Act, the resolution of the general meeting on authorization for the Board of Directors to resolve on issues of new shares and/or convertibles requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Lund in April 2024

THE BOARD OF DIRECTORS IN CAMURUS AB (PUBL)

Appendix 3

LEGAL#24653134v5

The English text is a translation of the Swedish original version. In the event of a conflict between the English and the Swedish texts the Swedish text shall prevail.

Proposal by the Board of Directors on authorization for the Board of Directors to resolve on acquisition and transfer of the company's own shares

The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors to resolve on acquisition and transfer of the company's own shares on the following conditions.

A. Authorization on acquisition of own shares

1. Acquisition may take place on Nasdaq Stockholm, on one or several occasions up to the next annual general meeting 2025.
2. Acquisition may be made of such number of shares that the company's holding of own shares does not at any time exceed two (2) percent of the total number of shares in the company, excluding the company's holding of own shares for the purpose of securing the company's commitments under the Performance Share Plan 2024/2027.
3. Acquisition may be made at a price per share which falls within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).
4. Payment of acquired shares shall be made in cash.

The purpose of the proposed authorization is to enable the financing or payment of possible future company acquisitions. Repurchased shares may also be used for delivery of shares to the participants in the performance share plan 2024/2027 and to secure any payments of future social security charges related to the performance share plan, whereby repurchased shares may be transferred in accordance with transfer resolution under the performance share plan.

The Board of Directors shall be entitled to resolve on other terms and conditions for the acquisition of own shares. The Board of Directors, or the person appointed by the Board of Directors, is authorized to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors' resolution on acquisition of own shares.

B. Authorization on transfer of own shares

1. Transfer may take place on one or several occasions up to the next annual general meeting 2025.
2. Transfer may be made of maximum the number of shares that corresponds to the company's existing holding of own shares at the time of transfer.
3. Transfer may be made with deviation from the shareholders' preferential right.
4. Transfer may be made as payment of the total or part of the purchase price at an acquisition of a company or business or part of a company or business, where the consideration shall be equivalent to the estimated market value of the share at the time of the Board of Directors' decision

on transfer. On such transfer, payment may be made in cash, by assets contributed in kind or by set-off of a claim against the company.

5. Transfer may also be made against cash payment by sale on Nasdaq Stockholm at a price which falls within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).

The Board of Directors shall be entitled to resolve on other terms and conditions for the transfer of own shares. The Board of Directors, or the person appointed by the Board of Directors, is authorized to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors' resolution on transfer of own shares.

The purpose of the proposed authorization and the reason for deviation from the shareholders' preferential right is to enable the financing or payment of possible future company acquisitions.

Majority requirement

Under the Swedish Companies Act, the resolution of the general meeting to authorize the Board of Directors to resolve on acquisition and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Lund in April 2024

THE BOARD OF DIRECTORS IN CAMURUS AB (PUBL)

Appendix 4

LEGAL#24653320v23

CAMURUS AB (PUBL)

Proposal by the Board of Directors on the implementation of a Performance Share Plan 2024/2027 in accordance with A and delivery arrangements in respect thereof in accordance with B.1 or B.2

The Board of Directors of Camurus AB ("Camurus") proposes that the 2024 annual general meeting resolve on the implementation of a Performance Share Plan 2024/2027 (the "PSP"), giving all employees of the Camurus group the opportunity of becoming shareholders in Camurus. In order to secure the obligations of Camurus to deliver shares to participants under the PSP, the Board of Directors further proposes that the annual general meeting resolve on delivery arrangements. The Board of Directors' proposal for the PSP is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.

1. Proposal on the implementation of the Performance Share Plan 2024/2027

Background and reasons

Since 2016, the annual general meeting of Camurus has resolved on annually recurring incentive programs, based on subscription warrants and, since 2021, employee stock options, for senior executives and other employees of Camurus (however, last year's program only covered new employees who had not participated in previous incentive programs). Following an evaluation, the Board of Directors has resolved to propose that the 2024 annual general meeting adopts a Performance Share Plan for all employees in the Camurus group. The Board of Directors believes that the introduction of an all-employee Performance Share Plan that rewards the delivery of Camurus' key strategic objectives and shareholder value creation is important to motivate, attract and retain Camurus employees during the next phase of growth in Sweden and internationally. The PSP is designed to strengthen the alignment of interests of the group's employees with those of the shareholders and thus encourage long-term commitment to and employee shareholding in the Camurus group. In addition, the PSP is expected to result in reduced costs for Camurus as well as reduced dilution for the shareholders compared to a new employee stock option program, similar to the programs implemented in previous years. The number of employees in the Camurus group is expected to grow in the coming years which accentuates the reasons mentioned above.

As the Board of Directors believes that a long-term share ownership is an important way to create alignment of interests between the executive group management and