Statement from nomination committee (Statement from nomination committee 2026)

In accordance with the instruction to the Nomination Committee adopted by the annual general meeting in Immunovia AB (publ) ("Immunovia") on 3 May 2018 (the "Instruction") a Nomination Committee has been appointed and announced. The Nomination Committee has consisted of chair Anders Rylander (representing Vincent Saldell), Christer Köhler (representing Samatha Förvaltning AB), Carl Borrebaeck (in his own capacity), as well as Peter Høngaard Andersen in his capacity as chair of the board of directors.

The task of the Nomination Committee is, inter alia, to submit proposals for chair and other board members, as well as fees and other remuneration for board and committee assignments for each of the members. Furthermore, the Nomination Committee submit proposals for the election and remuneration of the auditors as well as proposals for a chair at the general meetings.

The Nomination Committee submits the following proposals for resolutions:

The Nomination Committee proposes that lawyer Ola Grahn at Setterwalls Advokatbyrå AB should be elected as chair for the meeting.

The Nomination Committee proposes that the number of board members shall be six.

Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one auditor shall be appointed.

The Nomination Committee proposes that board remuneration shall be paid with SEK 420,000 (420,000) to the chair and SEK 180,000 (180,000) to each of the other board members elected at the general meeting who are not employed by the company.

The Nomination Committee proposes that the chairs of the Audit, Commercial (a new committee replacing the previous Science committee) and Remuneration Committee to be remunerated with SEK 60,000 (40,000) and other members of said committees to be remunerated with SEK 25,000 (25,000). Furthermore, it is proposed that travel expenses be reimbursed in accordance with company policy. The total remuneration to the board of directors amounts to SEK 1,700,000.

Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the remuneration for the auditor shall be paid per approved invoice.

The Nomination Committee proposes that Melissa Farina, Valerie Bogdan-Powers, Hans Johansson, Martin Møller, Bryan Riggsbee and Peter Høngaard Andersen are re-elected as ordinary board members. Peter Høngaard Andersen is proposed to be re-elected as chair of the board.

Information about the board members proposed for re-election can be found at the company's website (https://www.immunovia.com) and in the annual report.

The Nomination Committee also proposes, in accordance with the recommendation from the Audit Committee, that one auditor shall be appointed without any deputy auditor, and that Grant Thornton Sweden AB shall be elected as the auditor of the company. Grant Thornton Sweden AB has informed that the authorized public accountant Therése Utengen will be the auditor in charge.

The Nomination Committee's proposal regarding the introduction of an option program for the company's board members is set out in separate documentation for the annual general meeting.

The Nomination Committee has held three meetings and has also had additional contacts. The company's shareholders have been informed on the company's website that it has been possible to submit proposals to the Nomination Committee

In order to assess the degree to which the board fulfills the requirements that are placed on the board as a result of the company's current position and future direction, the Nomination Committee's discussions have focused on the board's composition in terms of size, experience, expertise, diversity and gender distribution and on the compensation packages provided to the board members, especially taking the increased US focus onto consideration. The Nomination Committee has also assessed each member's ability to devote sufficient time and commitment to the board assignment. Further, the chair of the board has ensured that the Nomination Committee has received relevant information about the boards' work during the year.

The Nomination Committee is of the opinion that this proposed board has the appropriate composition, characterized by versatility and breadth in terms of expertise, experience and background as provided for in rule 4.1 of the Swedish Corporate Governance Code (the "Code"). In relation to gender balance, two out of the six board members are female. The ambition is to reach the levels defined by the Swedish Corporate Governance Board to be gender balanced (40%), and gender will actively be considered when making future changes in the board composition. Concludingly, with considerations to the status of the company and the strategy with the increased focus on the US market, the Nomination Committee believes that the board going forward has the composition in terms of experience and expertise of the board members matching the needs of the company at the current stage.

The Nomination Committee also considers that the proposed composition of the board fulfills the requirements of the Code regarding the independence of the board members. According to the Nomination Committee, all proposed board members are independent in relation to the company and its senior management, and in relation to major shareholders.