Notice of Extraordinary General Meeting in Hunter Capital RTO 1 AB (publ)

The shareholders in Hunter Capital RTO 1 AB (publ), company registration number 559542-5660 (the "Company"), are hereby notified that an extraordinary general meeting will be held on Monday 30 November 2026 at 10.00 a.m. at Färögatan 33, 164 51 Kista, Sweden. Shareholders who wish to participate at the general meeting and vote for their shares must be entered in the share register kept by Euroclear Nordics AB on the record day which is Friday 20 November 2026 and notify the Company of their attendance and any assistant no later than Thursday 26 November 2026 by e-mail to: info@huntercapital.se or by mail to: Hunter Capital RTO 1 AB (publ), Kivra: 559542-5660, 106 31 Stockholm, Sweden.

A shareholder represented by proxy must issue a power of attorney, dated and signed by the shareholder. If, issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. In order to facilitate entry to the meeting, notification should, where applicable, include information about proxy and be accompanied by power of attorney, registration certificate or other documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the Company's website www.hunterrto.se. Shareholders who have their shares registered in the name of a nominee must, in order to be entitled to participate and vote for their shares at the meeting, temporarily register the shares in their own name. The shareholder must inform the nominee well in advance of 20 November 2026, at which time the register entry must have been made. The nominee has, however, the possibility of making such voting rights registration retroactively, though no later than 24 November 2026, in order for it to be taken into account when preparing the share register for the meeting.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of person to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Approval of acquisition of ResoTher Pharma A/S
8. Resolution regarding

1. amendment to the limits of the number of shares stated in the articles of association, and
2. reverse share split

9. Resolution regarding

1. amendment to the limits of the share capital and number of shares stated in the articles of association, and
2. issuance of new shares against payment in kind

10. Resolution regarding

1. amendment to the limits of the share capital stated in the articles of association, and
2. reduction of the share capital without retirement of shares

11. Resolution on adoption of new articles of association
12. Determination of the number of members of the board of directors and auditors
13. Determination of fees payable to the board of directors and auditors
14. Election of new members of the board of directors and auditors
15. Resolution on issuance of replacement warrants for employees
16. Resolution on issuance of replacement warrants for board members
17. Resolution on issuance of replacement warrants for a former board member
18. Resolution on principles for the appointment of and instructions to the nomination committee
19. Resolution on an authorization for the board of directors to increase the share capital
20. Closing of the meeting

PROPOSED RESOLUTIONS

Item 7: Approval of acquisition of ResoTher Pharma A/S

The board of directors proposes that the general meeting resolves to approve the acquisition of ResoTher Pharma A/S, Danish company registration no 37852406 (the "Target Company"), in accordance with the press release made public by the Company on 28 October 2026. The purpose of the transaction is to incorporate the Target Company as a subsidiary of the Company. As stated in the press release, the transaction is contingent upon obtaining the necessary corporate and other approvals, including approval from Spotlight Stock Market for the Company's continued listing following the reverse acquisition.

Item 8: Resolution regarding (a) amendment to the limits of the number of shares stated in the articles of association, and (b) reverse share split

The board of directors proposes that the general meeting resolves on (a) an amendment to the limits of the number of shares stated in the articles of association, and (b) a reverse share split, in accordance with what is stated below. The proposals shall be considered as one proposal and therefore be adopted by the general meeting as one resolution.

Amendment to the limits of the number of shares stated in the articles of association (Item 8.a)

In order to enable the reverse share split proposed in accordance with Item (b) below, it is proposed that the general meeting resolves to amend the limits of the number of shares stated in the articles of association (§5) from ”The number of shares shall be no less than 20,000,000 and no more than 80,000,000” to ”The number of shares shall be no less than 2,000,000 and no more than 8,000,000”.

Reverse share split (Item 8.b)

In order to achieve an appropriate number of shares for the Company, it is proposed that the general meeting resolves on a reverse share split of the Company's shares (1:12), whereby the number of shares in the Company is reduced by consolidating twelve (12) shares into one (1) share. The board of directors shall be authorized to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and take the other measures required for the implementation of the reverse share split.

If a shareholder's holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by twelve (12), this shareholder will receive from a guarantor (the "Guarantor"), on behalf of the Company, free of charge, so many shares that his/her/its holding, after addition of the shares provided by the Guarantor, will be evenly divisible by twelve (12), so-called rounding upwards. The resolution is conditional upon the Guarantor, prior to the consolidation, contributing shares free of charge to those shareholders whose number of shares is not evenly divisible by twelve (12). The value of such balancing shares is deemed to be negligible, and the cost shall be borne by the Guarantor.

The implementation of the reverse share split will result in the total number of shares being reduced from a total of 45,405,000 shares to a total of 3,783,750 shares.

The share capital amounts to SEK 503,995.50, as a result of which the share's quota value through the consolidation will increase from SEK 0.0111 to SEK 0.1332.

Miscellaneous

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 9: Resolution regarding (a) amendment to the limits of the share capital and number of shares stated in the articles of association, and (b) issuance of new shares against payment in kind

The board of directors proposes that the general meeting resolves on (a) amendment to the limits of the share capital and the number of shares stated in the articles of association, and (b) issuance of new shares against payment in kind in accordance with what is stated below. The proposals shall be considered as one proposal and therefore be adopted by the general meeting as one resolution.

Amendment to the limits of the share capital and the number of shares stated in the articles of association (Item 9.a)

In order to enable the issuance of new shares against payment in kind according to Item (b) below,  it is proposed that the general meeting resolves to amend the limits of the share capital in the articles of association (§4) from “The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000” to “The share capital shall amount to not less than SEK 2,000,000 and not more than SEK 8,000,000” and to amend the limits of the number of shares stated in the articles of association (§5) from ”The number of shares shall be no less than 2,000,000 and no more than 8,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed under Item 8 (a) above) to ”The number of shares shall be no less than 20,000,000 and no more than 80,000,000”.

Issuance of new shares against payment in kind (Item 9.b)

It is proposed that the general meeting resolves on issuance of new shares against payment in kind to enable an acquisition of ResoTher Pharma A/S, Danish company registration no 37852406 (the "Target Company"). The resolution shall be governed by the following terms and conditions.

• The issue shall entail an increase in the Company’s share capital of not more than SEK 2,294,821.2816 through the issuance of no more than 17,228,388 new shares, each share with a quota value of SEK 0.1332 (the calculation of the highest share capital increase has been based on the quota value of the shares after registration with the Swedish Companies Registration Office of the proposed reverse share split). 
• The right to subscribe for the new shares shall vest in shareholders in the Target Company with a right and obligation to pay for the new shares against contribution in kind in the form of shares in the Target Company.
• The value of the assets to be contributed in kind, as stated in the board of directors’ report prepared in accordance with Chapter 13 Section 7 of the Swedish Companies Act, corresponds to a subscription price of SEK 15.86 per share (rounded off to two decimal places and calculated by dividing the total value of the assets to be contributed with the maximum number of shares to be issued). The share premium shall be transferred to the unrestricted premium reserve.
• Subscription for new shares shall be made on a subscription list on 31 December 2026 at the latest. Payment for the new shares shall be made by contribution of the assets described above (i.e. shares in the Target Company) in connection with the board of directors’ allotment decision no later than 31 December 2026. The board of directors shall have the right to extend the period for subscription and payment.
• The new shares shall entitle to dividend for the first time on the record date for dividend that falls closest after the new shares have been registered with the Swedish Companies Registration Office (Sw: Bolagsverket) and entered in the share register kept by Euroclear Nordics AB.

Miscellaneous

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 10: Resolution regarding (a) amendment to the limits of the share capital stated in the articles of association, and (b) reduction of the share capital without retirement of shares

The board of directors proposes that the general meeting resolves on (a) amendment to the limits of the share capital stated in the articles of association, and (b) reduction of the share capital in accordance with what is stated below. The proposals shall be considered as one proposal and therefore be adopted by the general meeting as one resolution.

Amendment to the limits of the share capital stated in the articles of association (Item 10.a)

In order to enable the reduction of the share capital without retirement of shares in accordance with Item (b) below, it is proposed that the general meeting resolves to amend the limits of the share capital stated in the articles of association (§4) from “The share capital shall amount to not less than SEK 2,000,000 and not more than SEK 8,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed under Item 9 (a) above) to “The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000”.

Reduction of the share capital without retirement of shares (Item 10.b)

It is proposed that the general meeting resolves that the Company’s share capital shall be reduced by an amount of up to SEK 2,294,821.2816. The reduction amount shall be set at an amount corresponding to the increase in the share capital resulting from the proposed issuance of new shares against payment in kind, as adjusted downward (if applicable) to the amount that results in a quota value of the share, following implementation of the reduction, with no more than four (4) decimal places. An adjustment shall only be made if the quota value of the share, after the reduction, should end up at five (5) or more decimal places. The reduction shall be carried out without retirement of shares. The reduction amount shall be allocated to unrestricted equity. The proposal has been presented to reduce the share capital increase of the proposed issue in kind.

The proposed resolution according to this Item 10.b shall be conditional upon that the general meeting resolves in accordance with the board of directors’ proposal set out in Item 9.b above, and a consequent increase in share capital corresponding to not less than the proposed reduction amount, meaning that neither the Company's restricted equity nor share capital will decrease as a result of the proposed reduction of the share capital.

Purpose and statement according to Chapter 20 Section 13 paragraph 4 of the Swedish Companies Act

The board of directors submits the following statement in accordance with Chapter 20 Section 13 paragraph 4 of the Swedish Companies Act.

The reduction amount shall be set at an amount corresponding to the increase in the share capital resulting from the proposed issuance of new shares against payment in kind, as adjusted downward (if applicable) to the amount that results in a quota value of the share, following implementation of the reduction, with no more than four (4) decimal places. The resolution to reduce the share capital may be implemented without obtaining permission from the Swedish Companies Registration Office or a general court, since the reduction amount corresponds at most to the increase in share capital resulting from the issue in kind, meaning that neither the Company’s restricted equity nor its share capital will decrease. The reduction will result in a downward adjustment of the quota value of the shares. 

Miscellaneous

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 11: Resolution on adoption of new articles of association

In order to reflect the changes that will take place in the Company's operations as a result of the proposed acquisition of ResoTher Pharma A/S, the board of directors proposes further changes to the articles of association, i.e. in addition to the various changes to the limits of the share capital and the number of shares proposed above in the agenda, by way of adoption of new articles of association in accordance with what is stated below.

§ 1. Name of the company – Current wording:

"The name of the company is Hunter Capital RTO 1 AB (publ). The company is a public company."

Proposed new wording:

"The name of the company is ResoTher Pharma AB. The company is a public company (publ)."

§ 3. Objects of the company’s business – Current wording:

"The object of the company’s business shall be to directly or indirectly acquire, own, manage and divest shares, participation rights and other securities in both listed and unlisted companies and businesses, and to conduct other activities compatible therewith."

Proposed new wording:

"The objects of the company’s business shall be to, directly or indirectly through subsidiaries, conduct development and commercialization of scientific discoveries within the field of biomedicine for treatment of hyperinflammatory disorders, and to conduct other activities compatible therewith."

§ 6. Board of directors – Current wording:

“The board of directors shall consist of a minimum of three (3) and a maximum of six (6) ordinary members, with a minimum of zero (0) and a maximum of three (3) deputy members.”

Proposed new wording:

“The board of directors shall consist of a minimum of three (3) and a maximum of eight (8) ordinary members without deputy members.”

§ 7. Auditor – Current wording:

“The company shall have a minimum of one (1) and a maximum of two (2) auditors, with a minimum of zero (0) and a maximum of one (1) deputy auditor. For the audit of the company’s annual report and the administration of the company by the board of directors and the managing director, an authorised public accountant or a registered public accounting firm with a principal auditor shall be appointed.”

Proposed new wording:

“The company shall have a minimum of one (1) and a maximum of two (2) auditors and a minimum of zero (0) and a maximum of two (2) deputy auditors. The auditor(s), or deputy auditor(s) (as applicable), shall be an authorized public accountant or a registered public accounting firm.”

§ 9. Right to attend a general meeting – Current wording:

“Shareholders who are entered in the share register in the manner prescribed in Chapter 7, Section 28, third paragraph of the Swedish Companies Act (2005:551) and who have notified the company no later than the date specified in the notice of the general meeting shall be entitled to attend a general meeting. The latter date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday preceding the meeting. If a shareholder intends to bring one or more assistants, the number of assistants shall be stated in the notification.”

Proposed new wording:

“Shareholders wishing to participate in a general meeting shall give notice of attendance to the company no later than the date specified in the notice of the general meeting. A shareholder may be accompanied by advisors only if the shareholder notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.”

§ 13 (to be changed § 10). Collection of proxy forms and postal voting – Current wording:

“The board of directors shall be entitled to collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors shall be entitled, prior to a general meeting, to decide that shareholders shall have the right to exercise their voting rights by means of postal voting in advance of the general meeting.”

Proposed new wording:

“The board of directors may collect proxy forms for a general meeting at the company’s cost in accordance with the provisions set forth in Chapter 7, Section 4, paragraph 2 of the Swedish Companies Act (2005:551). The board of directors may also, prior to a general meeting, decide that shareholders shall have the option to exercise their voting rights by means of postal voting pursuant to the procedure stated in Chapter 7, Section 4 a, second paragraph of the Swedish Companies Act”

§ 11. Matters to be addressed at the annual general meeting – Current wording of parts to be changed:

          “4. Election of one or more persons to attest the minutes.

7a. adoption of income statement and balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet.

7c. discharge from liability for board members and, where applicable, managing director.

9. Election of the board of directors and, where applicable, auditor or accounting firm.”

Proposed new wording (item 8 is new as a result of which item 9 is changed to item 10):

“4. Election of one or two persons to attest the minutes.

7a. adoption of balance sheet and income statement and, where applicable, the consolidated balance sheet and the consolidated income statement.

7c. discharge from liability for board members and the managing director.

8. Determination of the number of board members and auditors and, where applicable, deputy auditors.

10. Election of members of the board of directors, auditor and, where applicable, deputy auditors.”

§ 12. CSD clause – Current wording:

“The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). The shareholder or nominee who, on the record date, is entered in the share register and recorded in a central securities depository register pursuant to Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or the person who is recorded in a record-date account pursuant to Chapter 4, Section 18, first paragraph, items 6-8 of the said Act, shall be presumed to be authorised to exercise the rights arising under Chapter 4, Section 39 of the Swedish Companies Act (2005:551).”

Proposed new wording:

“The shares of the company shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).”

Miscellaneous

The proposed resolution according to this Item 11 shall be conditional on the general meeting resolving in accordance with the board of directors’ proposals according to the items 7-10 on the agenda.

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 12: Determination of the number of members of the board of directors and auditors
It is proposed that the board of directors shall consist of seven (7) ordinary members without deputies for the period until the end of the next annual general meeting. The proposed resolution shall be conditional upon closing of the acquisition of ResoTher Pharma A/S.

The number of auditors is proposed to be one (1) auditor for the period until the end of the next annual general meeting.

Item 13: Determination of fees payable to the board of directors and auditors

It is proposed that remuneration to the board of directors for the period until the end of the next annual general meeting is to be paid with SEK 250,000 to the chair of the board of directors and SEK 125,000 to each of the other board members. The proposed resolution shall be conditional upon closing of the acquisition of ResoTher Pharma A/S.

It is proposed that the auditor's fee is paid as incurred in accordance with approved account for the term of the auditor’s office.

Item 14: Election of new members of the board of directors and auditors

It is proposed to replace the current board of directors with the following new board members for the period until the end of the next annual general meeting: (i) Rebecca Morison, (ii) Thomas Jonassen, (iii) Jeppe Øvli Øvlesen, (iv) Henrik Stage, (v) Sven Jacobsen, (vi) Roderick Flower, and (vii) Michael Østerlund Madsen. Rebecca Morison is proposed to be elected as chair. The proposed new board members are all board members in ResoTher Pharma A/S as of today. More information about the proposed new board members will be kept available on the Company’s website. The proposed resolution shall be conditional upon closing of the acquisition of ResoTher Pharma A/S.

Ernst & Young AB is proposed to be elected as new auditor. The proposed resolution shall be conditional upon closing of the acquisition of ResoTher Pharma A/S.

Item 15: Resolution on issuance of replacement warrants for employees

The board of directors proposes that the general meeting resolves on (A) a directed issue of no more than 900,053 warrants of series 2026/2029:1 to the Company and/or any of its subsidiaries (the Company or a subsidiary, as applicable, hereinafter referred to as the “LTIP Company”) as set forth in item A below, and (B) approval of the transfer of the warrants to executive management and additional key individuals as set forth in item B below. 

The rationale for the warrant programme

The warrants are proposed to be issued to enable continuity in connection with the reverse takeover and as replacement of warrants in ResoTher Pharma A/S granted within the context of a share-based incentive programme. Transfer of warrants to the individuals concerned shall be conditional upon completion of the reverse takeover.

The general meeting is proposed to make resolutions to enable replacement of all warrants in ResoTher Pharma A/S. Proposed resolutions on issuance of warrants for transfer to the proposed new board members as well as a former board member in ResoTher Pharma A/S are presented as separate agenda items.

ResoTher Pharma A/S is a life science research and development company whose value creation to a significant extent will be dependent on the competence and continuity of a limited number of individuals, particularly during the continued clinical development of the company’s lead candidate. The board of directors of the Company is of the opinion that share-based incentive programmes are an appropriate means of aligning the interests of the participants with those of the shareholders through a common interest in a positive development in the value of the Company’s share and that they also improve the prospects of retaining and motivating the individuals encompassed by the programme.

Upon full exercise of all warrants, the dilution will amount to approximately 4.11 per cent and the subscription price payable for new shares upon exercise of the warrants corresponds to the theoretical value per share in the Company following completion of the reverse takeover. The board of directors’ intention is that the value growth which the programme is expected to contribute will exceed such dilution.

The board of directors assesses that the proposed resolution is in line with all shareholders’ interests.

Overview of proposed warrant programme

The warrant programme encompasses the Company's future executive management (Anders Kronborg (CEO) and Hanne Vissing Leth (CFO)), and additional key individuals (Morten Lind Jensen (CMO) and Mads Bjerregaard (CBO)), jointly, the "Participants".

The warrant programme entails that each Participant, after having entered into a warrant agreement with the LTIP Company, is offered to acquire warrants in the Company in exchange for all warrants held in ResoTher Pharma A/S. All the Participants have pre-committed to the warrant exchange in accordance with the board’s proposal.

The warrant agreement will include a so-called vesting structure under which 50 per cent of the warrants will vest on 1 October 2027 and the remaining 50 per cent will vest twelve months thereafter, in both cases conditional upon the Participant not leaving the group. No performance criteria will apply. The agreement will further include so-called good leaver and bad leaver provisions, and transfer restrictions.

Each warrant entitles the holder to subscribe for one (1) new share in the Company.

The subscription price per new share shall amount to SEK 15.86, corresponding to the theoretical value per share in the Company following completion of the reverse takeover.

The warrants may be exercised for subscription of new shares as from when they are vested until and including 1 October 2029. Subscription of new shares may, however, not take place during so-called closed periods according to the EU Market Abuse Regulation (unless the Company approves thereto in respect of Participants not covered by the aforementioned rules at the relevant time or with support of applicable exceptions), or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect). Warrants that have not been exercised for subscription of new shares by 1 October 2029 shall lapse.

The vesting structure means that warrants may be exercised for subscription of new shares earlier than three years from receipt of the warrants, which deviates from the rules of the Swedish Stock Market Self-Regulation Committee on remuneration of the board and executive management and on incentive programmes. The deviation is justified by the terms and conditions of the existing incentive programme in ResoTher Pharma A/S and the intention that they, in all material respects, remain unchanged by the reverse takeover. The board of directors therefore considers the deviation justified.

Outstanding share-based incentive programmes

Other than the warrants proposed to be replaced by the warrant programme presented under this agenda item, there are warrants with corresponding terms and conditions held by board members in ResoTher Pharma A/S (also proposed to be new-elected as board members in the Company) and older warrants held by a former board member of ResoTher Pharma A/S. All warrants in ResoTher Pharma A/S are proposed to be replaced by warrants in the Company as set out in the proposals included in the agenda for the general meeting.

As of today, there are no other outstanding share-based incentive programmes in ResoTher Pharma A/S, and there are no outstanding share-based incentive programmes in the Company. 

Costs, dilution, etc.

There are costs associated with the warrant programme in respect of consultancy services and costs for registration and practical management of the programme.

None of the Participants is a tax resident in Sweden. No social security costs are expected to arise for the group as a result of the warrant programme.

Upon full subscription, transfer and exercise of all 900,053 warrants, a total of 900,053 new shares would be issued in the Company, subject to potential recalculations in accordance with the terms and conditions governing the warrants, corresponding to a maximum dilution of approximately 4.11 per cent based on the maximum number of shares and votes in the Company immediately after registration of the resolutions proposed to be adopted at the general meeting.

The warrants will be accounted for in accordance with IFRS 2, meaning that the warrants shall be expensed as a personnel cost over the vesting period. The personnel costs recognised under IFRS 2 will however not have any effect on the Company’s cash flow.

Preparation of the proposal

This proposal has been prepared by the board of directors in consultation with external advisers and taking into account the terms and conditions of the existing warrants in ResoTher Pharma A/S. The final proposal has been presented by the board of directors.

Majority requirements

The proposed warrant programme is subject to Chapter 16 of the Swedish Companies Act (2005:551), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the general meeting.

A. Directed issue of warrants

1. The Company shall issue no more than 900,053 warrants of series 2026/2029:1.
2. Each warrant entitles to subscription of one (1) new share in the Company, each with a quota value of SEK 0.024 (based on the quota value after registration of the proposed reduction of the share capital and assuming registration of the maximum number of new shares proposed to be issued against payment in kind). If all warrants were to be subscribed, transferred to and exercised by the Participants for subscription of new shares, the Company’s share capital would thus increase by SEK 21,601.272 and the number of shares by 900,053, subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants.
3. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the LTIP Company, after which they shall be transferred to the Participants in accordance with the resolution adopted by the general meeting and the board’s instructions. The reason for the deviation from the shareholders' preferential rights is to enable exchange of warrants under the existing incentive programme in ResoTher Pharma A/S.
4. Subscription of the warrants shall be made on a subscription list no later than 31 December 2026. The board of directors shall be entitled to extend the subscription period.
5. The LTIP Company shall not pay any subscription price for the warrants.
6. The warrants may be exercised for subscription of new shares from registration with the Swedish Companies Registration Office until and including 1 October 2029.
7. The subscription price per new share shall amount to SEK 15.86.
8. The warrants shall also be subject to the other terms and conditions set forth in the complete proposal.
9. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments to the resolution required for registration with the Swedish Companies Registration Office.

B. Approval of transfer of warrants to executive management and additional key individuals

A resolution to issue warrants in accordance with this proposal also includes approval of transfers of the warrants to the Participants as replacement for all their existing warrants in ResoTher Pharma A/S.

Transfer of the warrants to the Participants shall be made without consideration as replacement for the existing warrants in ResoTher Pharma A/S.The board of directors of the Company shall resolve upon the transfers to the Participants in accordance with the following. No Participant may be offered a higher number of warrants than the following maximum allocation: (i) Anders Kronborg (CEO), up to 450,027 warrants, (ii) Hanne Vissing Leth (CFO), up to 325,019 warrants, (iii) Morten Lind Jensen (CMO), up to 75,004 warrants, and (iv) Mads Bjerregaard (CBO), up to 50,003 warrants.

Item 16: Resolution on issuance of replacement warrants for board members

It is proposed that the general meeting resolves on (A) a directed issue of no more than 800,048 warrants of series 2026/2029:2 to the Company and/or any of its subsidiaries (the Company or a subsidiary, as applicable, hereinafter referred to as the “LTIP Company”) as set forth in item A below, and (B) approval of the transfer of the warrants to the persons proposed for election as new board members in the Company as set forth in item B below.

The rationale for the warrant programme

The warrants are proposed to be issued to enable continuity in connection with the reverse takeover and as replacement of warrants in ResoTher Pharma A/S granted within the context of a share-based incentive programme. Transfer of warrants to the individuals concerned shall be conditional upon completion of the reverse takeover.

The general meeting is proposed to make resolutions to enable replacement of all warrants in ResoTher Pharma A/S. Proposed resolutions on issuance of warrants for transfer to executive management and additional key individuals, as well as to a former board member, are presented as separate agenda items.

ResoTher Pharma A/S is a life science research and development company whose value creation to a significant extent will be dependent on the competence, experience and continuity of the board of directors, particularly during the continued clinical development of the company’s lead candidate. The shareholder behind the proposal is of the opinion that share-based incentive programmes are an appropriate means of aligning the interests of the participants with those of the shareholders through a common interest in a positive development in the value of the Company’s share and that they also improve the prospects of retaining and motivating the individuals encompassed by the programme.

Upon full exercise of all warrants, the dilution will amount to approximately 3.67 per cent and the subscription price payable for new shares upon exercise of the warrants corresponds to the theoretical value per share in the Company following completion of the reverse takeover. The value growth which the programme is expected to contribute to is intended to exceed such dilution.

The shareholder behind the proposal assesses that the proposed resolution is in line with all shareholders’ interests.

Overview of proposed warrant programme

The warrant programme encompasses the proposed board members Rebecca Morison (also proposed as chair of the board), Sven Jacobsen, Henrik Stage, Roderick Flower, Jeppe Øvli Øvlesen, Thomas Jonassen and Michael Østerlund Madsen, jointly, the "Participants".

The warrant programme entails that each Participant, after having entered into a warrant agreement with the LTIP Company, is offered to acquire warrants in the Company in exchange for all warrants held in ResoTher Pharma A/S. All the Participants have pre-committed to the warrant exchange in accordance with the proposed resolution.

The warrant agreement will include a so-called vesting structure under which 50 per cent of the warrants will vest on 1 October 2027 and the remaining 50 per cent will vest twelve months thereafter, in both cases conditional upon the Participant still being a board member of the Company or member of the group’s scientific advisory board. No performance criteria will apply. The agreement will further include so-called good leaver and bad leaver provisions, and transfer restrictions.

Each warrant entitles the holder to subscribe for one (1) new share in the Company.

The subscription price per new share shall amount to SEK 15.86, corresponding to the theoretical value per share in the Company following completion of the reverse takeover.

The warrants may be exercised for subscription of new shares as from when they are vested until and including 1 October 2029. Subscription of new shares may, however, not take place during so-called closed periods according to the EU Market Abuse Regulation (unless the Company approves thereto in respect of Participants not covered by the aforementioned rules at the relevant time or with support of applicable exceptions), or otherwise in breach of relevant insider rules and regulations (including the Company’s internal guidelines in this respect). Warrants that have not been exercised for subscription of new shares by 1 October 2029 shall lapse.

The vesting structure means that warrants may be exercised for subscription of new shares earlier than three years from receipt of the warrants, which deviates from the rules of the Swedish Stock Market Self-Regulation Committee on remuneration of the board and executive management and on incentive programmes. The deviation is justified by the terms and conditions of the existing incentive programme in ResoTher Pharma A/S and the intention that they, in all material respects, remain unchanged by the reverse takeover. The shareholder behind the proposal therefore considers the deviation justified.

Outstanding share-based incentive programmes

Other than the warrants proposed to be replaced by the warrant programme presented under this agenda item, there are warrants with corresponding terms and conditions held by the Company’s future executive management and additional key individuals in ResoTher Pharma A/S, as well as older warrants held by a former board member of ResoTher Pharma A/S. All warrants in ResoTher Pharma A/S are proposed to be replaced by warrants in the Company as set out in the proposals included in the agenda for the general meeting.

As of today, there are no other outstanding share-based incentive programmes in ResoTher Pharma A/S, and there are no outstanding share-based incentive programmes in the Company. 

Costs, dilution, etc.

There are costs associated with the warrant programme in respect of consultancy services and costs for registration and practical management of the programme.

None of the Participants is a tax resident in Sweden. No social security costs are expected to arise for the group as a result of the warrant programme.

Upon full subscription, transfer and exercise of all 800,048 warrants, a total of 800,048 new shares would be issued in the Company, subject to potential recalculations in accordance with the terms and conditions governing the warrants, corresponding to a maximum dilution of approximately 3.67 per cent based on the maximum number of shares and votes in the Company immediately after registration of the resolutions proposed to be adopted at the general meeting.

The warrants will be accounted for in accordance with IFRS 2, meaning that the warrants shall be expensed as a personnel cost over the vesting period. The personnel costs recognised under IFRS 2 will however not have any effect on the Company’s cash flow.

Preparation of the proposal

This proposal has been prepared by Hunter Capital AB (publ) in consultation with external advisers and taking into account the terms and conditions of the existing warrants in ResoTher Pharma A/S. The final proposal has been presented by Hunter Capital AB (publ).

Majority requirements

The proposed warrant programme is subject to Chapter 16 of the Swedish Companies Act (2005:551), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the general meeting.

A. Directed issue of warrants

1. The Company shall issue no more than 800,048 warrants of series 2026/2029:2.
2. Each warrant entitles to subscription of one (1) new share in the Company, each with a quota value of SEK 0.024 (based on the quota value after registration of the proposed reduction of the share capital and assuming registration of the maximum number of new shares proposed to be issued against payment in kind). If all warrants were to be subscribed, transferred to and exercised by the Participants for subscription of new shares, the Company’s share capital would thus increase by SEK 19,201.152 and the number of shares by 800,048, subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants.
3. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the LTIP Company, after which they shall be transferred to the Participants in accordance with the resolution adopted by the general meeting. The reason for the deviation from the shareholders' preferential rights is to enable exchange of warrants under the existing incentive programme in ResoTher Pharma A/S.
4. Subscription of the warrants shall be made on a subscription list no later than 31 December 2026. The board of directors shall be entitled to extend the subscription period.
5. The LTIP Company shall not pay any subscription price for the warrants.
6. The warrants may be exercised for subscription of new shares from registration with the Swedish Companies Registration Office until and including 1 October 2029.
7. The subscription price per new share shall amount to SEK 15.86.
8. The warrants shall also be subject to the other terms and conditions set forth in the complete proposal.
9. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments to the resolution required for registration with the Swedish Companies Registration Office.

B. Approval of transfer of warrants to proposed board members

A resolution to issue warrants in accordance with this proposal also includes approval of transfers of the warrants to the Participants as replacement for all their existing warrants in ResoTher Pharma A/S.

Transfer of the warrants to the Participants shall be made without consideration as replacement for the existing warrants in ResoTher Pharma A/S.

Transfer of the warrants to the Participants shall be made in accordance with the following. No Participant may be offered a higher number of warrants than the following maximum allocation: (i) Rebecca Morison (chair of the board), up to 200,012 warrants and (ii) each of the other Participants,  , up to 100,006 warrants.     

Item 17: Resolution on issuance of replacement warrants for a former board member

The board of directors proposes that the general meeting resolves on (A) a directed issue of no more than 259,065 warrants of series 2026/2028 to the Company and/or any of its subsidiaries (the Company or a subsidiary, as applicable, hereinafter referred to as the “LTIP Company”) as set forth in item A below, and (B) approval of the transfer of the warrants to a former board member of ResoTher Pharma A/S as set forth in item B below. 

The rationale for the proposed issue resolution

The warrants are proposed to be issued to enable continuity in connection with the reverse takeover and as replacement of warrants in ResoTher Pharma A/S originally granted within the context of a share-based incentive programme. Transfer of the warrants shall be conditional upon completion of the reverse takeover.

The general meeting is proposed to make resolutions to enable replacement of all warrants in ResoTher Pharma A/S. Proposed resolutions on issuance of warrants for transfer to executive management and additional key individuals as well as to the proposed new board members are presented as separate agenda items.

Upon full exercise of all warrants, the dilution will amount to approximately 1.22 per cent and the subscription price payable for new shares upon exercise of the warrants has been determined on the basis of the original subscription price for shares in ResoTher Pharma A/S, as adjusted in the light of the theoretical value per share in the Company following completion of the reverse takeover.

The board of directors assesses that the proposed resolution is in line with all shareholders’ interests.

Overview of proposed issue resolution

The issue resolution is proposed to enable transfer of warrants to Kirsten Drejer (a former board member of ResoTher Pharma A/S), hereinafter the “Acquirer".

The Acquirer is not employed by and has no longer any assignment in relation to ResoTher Pharma A/S. The warrants held in ResoTher Pharma A/S are no longer subject to vesting or similar conditions.

The issue resolution would entail that the Acquirer, after having entered into a warrant agreement with the LTIP Company, is offered to acquire warrants in the Company in exchange for all warrants held in ResoTher Pharma A/S.

The warrant agreement will include transfer restrictions but not any vesting structure or similar conditions.

Each warrant entitles the holder to subscribe for one (1) new share in the Company.

The subscription price per new share shall amount to SEK 6.06 and has been determined on the basis of the original subscription price for shares in ResoTher Pharma A/S, as adjusted in the light of the theoretical value per share in the Company following completion of the reverse takeover.

The warrants may be exercised for subscription of new shares from registration with the Swedish Companies Registration Office until and including 30 June 2028. Warrants that have not been exercised for subscription of new shares by 30 June 2028 shall lapse.

Dilution
Upon full subscription, transfer and exercise of all 259,065 warrants, a total of 259,065 new shares would be issued in the Company, subject to potential recalculations in accordance with the terms and conditions governing the warrants, corresponding to a maximum dilution of approximately 1.22 per cent based on the maximum number of shares and votes in the Company immediately after registration of the resolutions proposed to be adopted at the general meeting.

Majority requirements

The proposed resolution is not subject to Chapter 16 of the Swedish Companies Act (2005:551), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the general meeting.

Preparation of the proposal

This proposal has been prepared by the board of directors in consultation with external advisers and taking into account the terms and conditions of the existing warrants in ResoTher Pharma A/S. The final proposal has been presented by the board of directors.

A. Directed issue of warrants

1. The Company shall issue no more than 259,065 warrants of series 2026/2028.
2. Each warrant entitles to subscription of one (1) new share in the Company, each with a quota value of SEK 0.024 (based on the quota value after registration of the proposed reduction of the share capital and assuming registration of the maximum number of new shares proposed to be issued against payment in kind). If all warrants were to be subscribed, transferred to and exercised by the Acquirer for subscription of new shares, the Company’s share capital would thus increase by SEK 6,217.56 and the number of shares by 259,065, subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants.
3. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the LTIP Company, after which they shall be transferred to the Acquirer in accordance with the resolution adopted by the general meeting and the board’s instructions. The reason for the deviation from the shareholders' preferential rights is to enable exchange of warrants in ResoTher Pharma A/S.
4. Subscription of the warrants shall be made on a subscription list no later than 31 December 2026. The board of directors shall be entitled to extend the subscription period.
5. The LTIP Company shall not pay any subscription price for the warrants.
6. The warrants may be exercised for subscription of new shares from registration with the Swedish Companies Registration Office until and including 30 June 2028.
7. The subscription price per new share shall amount to SEK 6.06.
8. The warrants shall also be subject to the other terms and conditions set forth in the complete proposal.
9. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments to the resolution required for registration with the Swedish Companies Registration Office.

B. Approval of transfer of warrants to a former board member of ResoTher Pharma A/S

A resolution to issue warrants in accordance with this proposal also includes approval of the transfer of the warrants to the Acquirer as replacement for all of the Acquirer’s existing warrants in ResoTher Pharma A/S.

Transfer of the warrants to the Acquirer shall be made without consideration as replacement for the existing warrants in ResoTher Pharma A/S.

Item 18: Resolution on principles for the appointment of and instructions to the nomination committee

The board of directors proposes that the general meeting resolves on principles for the appointment of and instructions to the nomination committee applicable subject to completion of the contemplated acquisition of ResoTher Pharma A/S. Conditional upon fulfilment of the aforementioned condition, the principles are proposed to apply until the general meeting decides otherwise.

Appointment of nomination committee

The nomination committee shall consist of the chairman of the board of directors and three members appointed by the three largest shareholders by votes according to the latest list of shareholders received from Euroclear Nordics AB and subsequent changes in the ownership structure known to the Company.

The names of the members of the nomination committee and the names of the shareholders appointing members shall be made public no later than six months prior to the annual general meeting which means that the list of shareholders as of the end of the third quarter each year is expected to form basis for the appointment of the nomination committee or, depending on the scheduled date for the annual general meeting in relation to the latest time for announcement of the nomination committee and considering the time required to appoint members, the list of shareholders as of the end of the second quarter. However, with regard to the annual general meeting to be held in 2027, the nomination committee shall be appointed based on the shareholding immediately after completion of the contemplated acquisition of ResoTher Pharma A/S and the composition shall be made public as soon as the members have been appointed.

The term “the three largest shareholders by votes” shall also include known ownership groups. After completion of the contemplated acquisition of ResoTher Pharma A/S and thereafter annually, the chairman of the board of directors shall contact the shareholders who are entitled to appoint a member. Should any of the entitled shareholders waive their right to appoint a member to the nomination committee, the right shall be transferred to the fourth largest shareholder by votes, and so on. However, no more than five additional shareholders need be contacted, unless the chairman of the board of directors finds that there are special reasons for doing so. When a shareholder is contacted with a request to appoint a member of the nomination committee, the chairman of the board of directors shall set out the requisite rules of procedure, such as the last date of response, etc.

The nomination committee appoints a chairman among its members. The chairman of the board of directors shall not be the chairman of the nomination committee. Should a member resign before the work of the nomination committee is concluded, the shareholder appointing such member shall be offered the opportunity to appoint a replacement member, or, if such shareholder no longer represents one of the three largest shareholders by votes, the shareholder representing such group without having been offered the opportunity to appoint a member. When significant changes in the ownership occur after the date the nomination committee was appointed, the nomination committee may, if considered appropriate, decide to offer a new owner the possibility to appoint a member of the nomination committee in accordance with the principles above.

The nomination committee’s term shall run until a new nomination committee has been appointed. 

The members of the nomination committee shall not receive remuneration from the Company.

Information about the nomination committee and changes to the composition of the nomination committee shall be announced on the Company’s website and, if deemed appropriate by the Company, through press release.

Duties of the nomination committee

The nomination committee shall prepare and propose the following to the upcoming annual general meeting (i) election of chair of the meeting, (ii) election of chair of the board of directors and other members of the board of directors, (iii) fees payable to each of the board members including any fees payable for committee work, (iv) election of auditor and fees payable to the auditor, and (v) principles of appointment of the nomination committee (if the nomination committee considers that the current principles and instructions should be adjusted).

Any costs incurred in connection with the work of the nomination committee shall be paid by the Company, provided that they have been approved by the chairman of the board of directors.

The members of the nomination committee may not disclose information to unauthorized third parties regarding the Company's affairs or the work of the nomination committee that the member becomes aware of when performing his or her duties.

Miscellaneous 

The nomination committee shall further be composed and perform such tasks that from time to time are stated in the Swedish Corporate Governance Code.

Item 19: Resolution on an authorization for the board of directors to increase the share capital

The board of directors proposes that the general meeting resolves on an authorisation for the board of directors to – during the period until the next annual general meeting and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures with or without deviation from the shareholders' preferential rights. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Number of shares and votes

The total number of shares and votes in the Company as of the date of this notice is 45,405,000. The Company does not hold any of its own shares.

Shareholder’s right to request information

Pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda.

Other

All documents for the meeting will be available at the Company's premises and on the Company's website no later than two (2) weeks before the meeting. The documents will be sent by post to shareholders who request them and provide their address. The documents will also be available at the meeting.

Processing of personal data

The personal data collected from the share register, notification of participation in the extraordinary general meeting and information about proxies and assistants will be used for registration, preparation of the voting list for the extraordinary general meeting and, where applicable, minutes of the meeting. For further information on the Company's processing of personal data in connection with the general meeting, please see the general privacy policy for general meetings:

* * *

Stockholm, October 2026

HUNTER CAPITAL RTO 1 AB (PUBL)

The Board of Directors

For further information, please contact:
Jacob Eriksson, CEO
Email: jacob.eriksson@hunterrto.se
Website: www.hunterrto.se