SANA : Proposal for resolution on employee option program 2024

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the

English translation, the Swedish text shall prevail.

Proposal for resolution on:

1. employee option program; and
2. directed issue of warrants and approval of transfer of warrants

Background

The board of directors of Saniona AB, Reg. No. 556962-5345 (the "Company"), proposes that the annual shareholders' meeting on 29 May 2024 resolves to adopt an employee option program for the CEO, other senior executives and other employees in accordance with what is set out under A below.

The purpose of the proposed employee option program (the "Employee Option Program 2024") is to secure a long-term commitment for employees through a compensation system which is linked to the Company's future value growth. Through the implementation of a share-based incentive program, the future value growth in the Company is encouraged, which implies common interests and goals for the shareholders of the Company and the participants. Such share-based incentive program is also expected to increase the Company's possibilities to retain competent persons. Further details of the Employee Option Program 2024 are set out under Section A below.

In order to secure the Company's undertakings under the Employee Option Program 2024, the board of directors also proposes that the annual shareholders' meeting resolves on a directed issue of warrants and an approval of transfer of warrants in accordance with Section B below.

1. The board of directors' proposal on implementation of Employee Option Program 2024

The board of directors proposes that the annual shareholders' meeting resolves to implement the Employee Option Program 2024 in accordance with the following substantial guidelines:

1. The Employee Option Program 2024 shall comprise a maximum of 3,045,000 employee options.
2. Each employee option entitles the holders a right to acquire one new share in the Company against cash consideration at an exercise price amounting to 130 per cent of the volume weighted average share price of the Company's share on Nasdaq Stockholm during the 10 trading days immediately after the annual shareholders' meeting on 29 May 2024, however not less than SEK 2.678. The thus calculated exercise price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The exercise price can however not be lower than the share's quotient value. The exercise price and the number of shares that each option entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
3. The Employee Option Program 2024 shall comprise the CEO, other senior executives and other employees. The board of directors shall resolve the number of employee options to be allotted to each participant in Employee Option Program 2024, whereby participants in each category listed below can be alloted up to the maximum number of employee options listed below:

Participant category

Maximum number of employee options

CEO	Up to 1,855,000 options
Senior executives (4 persons)	Up to 200,000 options per participant
Directors (5 persons)	Up to 40,000 options per participant
Scientists (6 persons)	Up to 20,000 options per participant
Other employees (approximately 14 persons)	Up to 5,000 options per participant

1. Allotment shall take place no later than 31 December 2024.
2. The allotted employee options will vest with 1/3 each on the date that falls 12, 24 and 36 months, respectively, following the date of allotment. If the number of allotted employee options is not evenly divisible with 1/3, the number of vested employee options shall be rounded downwards to the nearest whole number and any excess employee options shall be considered vested on the last vesting date.
3. Vesting is conditional upon that the participant continues to be employed within the Saniona group (the "Group") and has not terminated the employment as of the date when the respective vesting occurs. If the participant ceases to be employed or terminates its employment within the Group before a vesting date, the already vested employee options may be exercised on the ordinary date of exercise in accordance with the below, but further vesting will not occur. However, if the participant's employment is terminated due to dismissal or due to personal reasons/breach of contract, vested employee options shall also lapse.
4. The employee options shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested employee options shall accrue to the beneficiaries of the holder of the employee options.
5. The employee options shall be allotted without consideration.
6. The holders can exercise allotted and vested employee options during the period starting on the date that falls 3 years after the allotment date and ending on 31 December 2029. The board of directors has the right to limit the number of occasions during the exercise period when the employee options can be exercised.
7. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the Company, the employee options will vest in their entirety and be exercisable in connection with the relevant transaction.
8. Participation in Employee Option Program 2024 is conditional upon that such participation can legally take place, and that such participation in the Company's assessment can take place with reasonable administrative costs and financial efforts.
9. The employee options shall be governed by separate agreements with the participants. The board of directors shall be responsible for the preparation and management of Employee Option Program 2024 in accordance with the above-mentioned substantial terms and guidelines.

1. Proposal on resolution on directed issue of warrants and approval of transfer of warrants

In order to enable the Company's delivery of shares under the Employee Option Program 2024, the board of directors proposes that the annual shareholders' meeting resolves on a directed issue of warrants and

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approval of transfer of warrants. The board of directors thus proposes that the annual shareholders' meeting resolves on a directed issue of warrants in accordance with the following terms and conditions:

1. A maximum of 3,045,000 warrants shall be issued.
2. With deviation from the shareholders' preferential rights, the warrants may only be subscribed for by the Company or a subsidiary in the Group. The reason for the deviation from the shareholders' preferential rights is that the warrants are issued as part of the implementation of the Employee Option Program 2024. In the light of what has been stated under the Section Background above, the board of directors considers that it is for the benefit of the Company and its shareholders that employees are offered to participate in the Employee Option Program 2024.
3. Subscription shall be made no later than 30 November 2024.
4. Over subscription cannot occur.
5. The warrants shall be issued without consideration. The reason hereof is due to that the warrants shall be issued as part of the implementation of the Employee Option Program 2024.
6. The warrants and the exercise of the subscription rights are subject to the enclosed terms and conditions for the warrants 2024/2029; Appendix A, (the "Warrant Terms and Conditions"). The Warrant Terms and Conditions state among others:
7. 1. that each warrant entitles to subscription of one share in the Company at a subscription price amounting to 130 per cent of the volume weighted average share price of the Company's share on Nasdaq Stockholm during the 10 trading days immediately after the annual shareholders' meeting on 29 May 2024, however not less than SEK 2.678. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The subscription price can however not be lower than the share's quotient value and the part of the subscription price exceeding the share's quotient value shall be added to the free share premium reserve;
   2. that subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2029;
   3. that the subscription price and the number of shares that each warrant entitles right to subscribe for are subject to customary recalculation in accordance with Clause 8 of the Warrant Terms and Conditions;
   4. that the period when the subscription right may be utilized may be brought forward or postponed in accordance with Clause 8 of the Warrant Terms and Conditions; and
   5. that the shares issued upon utilization of a warrant shall confer right to dividends in accordance with Clause 7 of the Warrant Terms and Conditions.
8. If all warrants are exercised for subscription of new shares, the share capital will increase with SEK 152,250.
9. The chairman of the Company's board of directors shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.

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Further, the board of directors proposes that the annual shareholders' meeting shall resolve to approve that the Company or another company in the Group, may transfer warrants to the participants in the Employee Option Program 2024 (or to a financial intermediary assisting with the delivery of shares to participants in Employee Option Program 2024) without consideration in connection with the exercise of employee options in accordance with the terms and conditions under Section A above.

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Costs, impact on key ratios, dilution and previous incentive programs etc.

The Employee Option Program 2024 will be accounted for in accordance with "IFRS 2 - Share based payments". IFRS 2 stipulates that the options shall be expensed as personnel costs over the vesting period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the Company's cash flow. The board of directors has made the assessment that the Employee Option Program 2024 will not trigger any social costs for the Company.

The employee options do not have a market value since they are not transferable. However, the board of directors has calculated a theoretical value of the employee options using the "Black Scholes" formula. Assuming that all options are allotted and assuming a share price at the time of allotment of the options of SEK 1.80, a strike price of SEK 2.34, a volatility of 71 per cent, a risk free interest of 2.5 per cent and that 100 per cent of the employee options are vested, the value of an employee option has been calculated to SEK 0.81 and the total personnel cost for the Employee Option Program 2024 in accordance with IFRS 2 is estimated to be approximately SEK 2.4 million before tax during the period 2024-2027. Under the same conditions, but assuming that only 50 per cent of the employee options are vested, the total personnel cost for the Employee Option Program 2024 in accordance with IFRS 2 is estimated to approximately SEK 1.2 million before tax during the same period.

It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.

As per the date of the notice to the annual shareholders' meeting, the number of shares in the Company amounts to 111,238,252.

In case all warrants issued in relation to Employee Option Program 2024 are exercised for subscription of new shares, a total of 3,045,000 new shares will be issued, which corresponds to a dilution of approximately

2.66 per cent of the Company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to Employee Option Program 2024. The dilution would only have had a marginal impact on the key figure earnings per share for the full year 2023.

The Company currently has several outstanding option programs. For a description of these programs, please see note 12 in the annual report for 2023. As of the date of this notice, options entitling to subscription of in the aggregate 4,581,729 new shares are outstanding in the previous programs.

In case all warrants issued in relation to Employee Option Program 2024 as well as all warrants issued in relation to options in existing incentive programs that can still be exercised are exercised for subscription of new shares, a total of 7,626,729 new shares will be issued, which corresponds to a dilution of approximately 6.42 per cent of the Company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all outstanding and proposed warrants.

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The above calculations regarding dilution do not take into account the shares that may be issued upon exercise of the warrants series TO 4 that were issued within the framework of the rights issue that was completed in early 2024. The above calculations regarding dilution and impact on key ratios are furthermore subject to recalculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.

Preparation of the proposal

This proposal has been prepared by the board of directors and its Remuneration Committee in consultation with external advisers.

Majority requirements

The resolutions in accordance with Section A and B above shall be resolved upon as one resolution. The resolutions are subject to the provisions in Chapter 16 of the Swedish Companies Act. A valid resolution requires that the resolution is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual shareholders' meeting.

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Malmö in April 2024

Saniona AB (publ)

The Board of Directors

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The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the

English translation, the Swedish text shall prevail.

Appendix A

Terms and conditions for warrants 2024/2029 in Saniona AB

1. Definitions

In these terms and conditions:

"banking day"	means a day that is not a Saturday, Sunday or another
	public holiday in Sweden, or which as regards the
	payment of promissory notes is not equated with a
	public holiday in Sweden.
"the Companies Act"	means the Swedish Companies Act (Sw.
	aktiebolagslagen (2005:551)).
"Euroclear"	means Euroclear Sweden AB.
"the company"	means Saniona AB, Reg. No. 556962-5345.
"market quotation"	means, in relation to any shares, securities or other
	rights, that the relevant shares, securities or rights
	are listed on a stock exchange, authorised market
	place, regulated market, other multilateral trading
	facility (MTF) or a similar market place.
"securities account"	means a securities account (Sw. värdepapperskonto
	('avstämningskonto')) with Euroclear on which the
	respective warrant holders' holdings of warrants are
	registered or, as the case may be, shares in the
	company issued pursuant to subscription are to be
	registered.
"subscription"	means subscription, upon exercise of warrants, for
	new shares in the company in exchange for cash
	payment in accordance with these terms and
	conditions.
"subscription period"	means the period during which subscription can be
	made according to these terms and conditions.
"subscription price"	means the price at which subscription can be effected
	according to these terms and conditions.
"warrant"	means a right to subscribe for new shares in the
	company in exchange for cash payment in
	accordance with these terms and conditions.
"warrant certificate"	means a written certificate issued to a certain person
	that the company has issued as bearer of the warrant.

"warrant holder"

means the holder of a warrant certificate.

1. Number of warrants etc.
   The number of warrants shall not exceed 3,045,000.
   The company will keep a warrant book for the warrants. A warrant holder can however always request that the company issues physical warrant certificates.
   Issued warrant certificates may be submitted to the company for exchange and change to warrant certificates in other denominations.
   The company undertakes to effectuate subscriptions in accordance with these terms and conditions.
2. Right to subscribe for new shares
   Each warrant entitles to subscription of one share in the company at a subscription price amounting to 130 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during the 10 trading days immediately after the annual shareholders' meeting on 29 May 2024, however not less than SEK 2.678. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The subscription price can however not be lower than the share's quotient value and the part of the subscription price exceeding the share quotient value shall be added to the free share premium reserve.
   The subscription price as well as the number of shares that each warrant confers right to subscribe for can be subject to adjustment in accordance with the provisions of Clause 8 below. If the application of these provisions should result in a subscription price lower than the quotient value at that time of the then outstanding shares, the subscription price shall instead equal the quotient value at that time of the then outstanding shares.
3. Subscription
   Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2029.
   The subscription period can be brought forward or postponed in accordance with the provisions of Clause 8 below.
   Subscription may only be made for the whole number of shares that the total number of warrants, which are exercised by the same warrant holder at one and the same time, confer right to subscribe for.
   Subscription is made by submitting an application form (subscription list) in the form stipulated and provided by the company, duly completed and signed, together with warrant certificates representing the warrants that are used for subscription to the company at the address specified in the application form.
   Should such application form (subscription list) not have been received by the company, together with above mentioned warrant certificates, within the subscription period, the warrants shall lapse.
   Subscription is binding and may not be revoked.

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1. Payment
   Payment for the number of shares for which the subscription relates shall be made simultaneously with the subscription. The payment shall be made in cash to the bank account specified in the application form (subscription list).
2. Effectuation of subscription
   Subscription is effected following subscription and payment made in accordance with Clauses 4 and 5 above. Any fractions of warrants that may not be exercised for subscription pursuant to the third paragraph of Clause 4 above will then be disregarded from. Such fractions shall lapse upon subscription.
   Subscription is effected through a resolution of the board of directors of the company to allot the new shares to the warrant holder, whereafter the new shares are recorded in the company's share ledger (which is kept by Euroclear) and on the warrant holder's securities account as interim shares. Following completion of registration with the Swedish Companies Registration Office (Sw. Bolagsverket), the recordings of the new shares in the share ledger and on the securities account become final.
   As stated in Clause 8 below, subscription may in certain cases be effected only after a certain date, and with the application of a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for.
3. Dividends on new shares
   A share issued pursuant to subscription confers right to dividends from the first re-cord date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as an interim share in the company's share ledger.
4. Recalculation of subscription price and number of shares, etc.

8.1 Bonus issue

If the company effects a bonus issue, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the bonus issue at the latest shall be effected after the resolution on the issue of the shareholders' meeting.

Shares issued pursuant to subscription effected after the issue resolution do not confer right to participate in the bonus issue.

If the bonus issue is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected after the issue resolution. The recalculations shall be made by the company in accordance with the following formulas:

(recalculated subscription price) = (previous subscription price) x (the number of shares in the company prior to the bonus issue) / (the number of shares in the company after the bonus issue)

(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x (the number of shares in the company after the bonus issue) / (the number of shares in the company prior to the bonus issue)

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When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the issue resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the record date of the bonus issue. Prior thereto, such shares are recorded only provisionally in the share ledger and on securities accounts and do not confer right to participate in the bonus issue.

8.2 Consolidation or split-up

If the company effects a consolidation or split-up of its shares, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the consolidation or split-up at the latest shall be effected after the resolution on the consolidation or split-up of the shareholders' meeting.

Shares issued pursuant to subscription effected after the consolidation or split-up resolution are not affected by the consolidation or split-up.

If the consolidation or split-up is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected after the consolidation or split-up resolution. The recalculations shall be made by the company in accordance with the following formulas:

(recalculated subscription price) = (previous subscription price) x (the number of shares in the company prior to the consolidation or split-up) / (the number of shares in the company after the consolidation or split-up)

(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x (the number of shares in the company after the consolidation or split-up / (the number of shares in the company prior to the consolidation or split-up)

When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the consolidation or split-up resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the consolidation or split-up having been registered with Euroclear. Prior thereto, such shares are recorded only provisionally in the share ledger and on securities accounts and are not affected by the consolidation or split-up.

8.3 New issue of shares

If the company effects a new issue of shares with preferential rights for the share-holders to subscribe for the new shares against cash payment or payment by way of set-off, the following shall apply as regards effectuation of subscription and the right to participate in the issue conferred by shares issued pursuant to subscription:

1. If the issue is resolved by the board of directors subject to the approval of the shareholders' meeting or pursuant to prior authorisation by the shareholders' meeting, then the latest date on which subscription shall have been effected in order for a share issued pursuant to subscription to confer right to participate in the issue shall be stated in the issue resolution. Such date may not fall earlier than on the tenth calendar day after public disclosure of the board of directors' issue resolution or, if the resolution is not made public,

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after notice of the board's issue resolution to the option holders. Subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the said date at the latest shall be effected after that date.

Shares issued pursuant to subscription effected after the above-mentioned date do not confer right to participate in the new issue.

1. If the issue is resolved by the shareholders' meeting, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the issue at the latest shall be effected after the resolution on the issue of the shareholders' meeting.

Shares issued pursuant to subscription effected after the issue resolution do not confer right to participate in the new issue.

If the new issue is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected at such date, that shares issued pursuant to such subscription do not confer right to participate in the new issue. The recalculations shall be made by the company in accordance with the following formulas:

(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the subscription period fixed pursuant to the issue resolution ("the average share price")) / ((the average share price) + (the theoretical value of the subscription right ("the value of the subscription right")))

(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average price of the share) + (the value of the subscription right)) / (the average share price))

The average share price shall be deemed to equal the average of the mean of the highest and lowest prices paid for the share each trading day during the subscription period fixed pursuant to the issue resolution according to the exchange list on which the share is primarily quoted. In the absence of quoted price paid, the quoted bid price shall be included in the calculation instead. If neither paid price nor bid price is quoted on a given day, that day shall be excluded from the calculation.

The value of the subscription right shall be calculated in accordance with the following formula, provided that the value of the subscription right shall be deemed to be zero if the resulting value is negative:

(the value of the subscription right) = (the maximum number of new shares that can be issued according to the issue resolution) x ((the average share price) - (the subscription price for each new share)) / (the number of shares in the company prior to the new issue)

When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the subscription period fixed pursuant to the issue resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only provisionally in the share

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