Forward Pharma A/S : DEPOSIT OF SHARES AGAINST ISSUE OF AMERICAN DEPOSITARY SHARES - Form 6-K

DEPOSIT OF SHARES AGAINST ISSUE OF AMERICAN DEPOSITARY SHARES

Dear [●],

We write to you in your capacity as shareholder in Forward Pharma A/S ("Forward Pharma").

Forward Pharma intends to provide a window to facilitate the conversion of ordinary shares in Forward Pharma into American Depositary Shares ("ADSs") to be listed for trading on the Nasdaq Capital Market in New York, U.S. as part of Forward Pharma's existing ADR program with The Bank of New York Mellon ("BNYM").

According to Forward Pharma's register of shareholders, you hold, as per today's date, such number of ordinary shares as is set out in the register enclosed as Schedule A (the "Shares").

The process for your conversion of Shares into ADSs is summarized in Schedule B. As a reminder, based on the current ADS ratio, each ADS represents 14 ordinary shares.

If you are interested in exploiting this opportunity and convert all or some of your Shares into ADSs, please carefully follow the instructions set out in this letter.

1.	No later than by 7 February 2022: Complete, sign and deliver the form of Conversion Notice enclosed as Schedule C and the form of Power of Attorney enclosed as Schedule D to:

Mazanti-Andersen Advokatpartnerselskab

Attn: Anne Krebs, attorney-at-law

E-mail: [e-mail]

Please note that in order to be able to receive ADSs you will have to open a custody account with a bank (to the extent you do not already have such account). The Conversion Notice delivered to Mazanti-Andersen must be completed with all relevant account details, and your prior opening of a custody account may thus become a time constraint on your part.

Subject to the timely receipt of your Conversion Notice and Power of Attorney, the Attorney (as defined in the Power of Attorney) will on your behalf:

-	complete, sign and deliver to BNYM the form of Transfer of Ownership Agreement enclosed as Schedule E and transfer the number of Shares specified in your Conversion Notice to BNYM to enable delivery of a corresponding number of ADSs to you (ratio 14:1); and

-	generally do, execute, and perform all such acts, documents, matters and things as the Attorney may in his absolute discretion deem desirable or expedient in connection with the conversion of Shares into ADSs.

Kindly note that:

-	Your delivery of the Exercise Notice and Power of Attorney is legally binding and irrevocable on your part.

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While Forward Pharma will strive to expedite the process as much as possible, the process will involve filings to and interactions with the U.S. Securities and Exchange Commission as well as transactions with BNYM. Consequently, Forward Pharma cannot commit itself to a firm date upon which the entire process is completed and your Shares are converted into ADSs listed for trading on the Nasdaq Capital Market in New York, U.S.

-	The taxation of ADSs under Danish law is unclear and you are encouraged to seek independent tax advice with respect to the taxation of warrants, shares, and ADSs as applicable.

-	Under U.S. federal securities laws, including Rule 144, your ADSs may be subject to certain restrictions on sale, particularly if you are a director, officer or 10% or greater shareholder of the Company. You are encouraged to seek independent legal advice with respect to the sale of your ADSs.

-	According to the Nasdaq Listing Rules, a company shall have sufficient operations in order to maintain its listing on the Nasdaq Capital Market. Consequently, your ADSs may sooner or later be delisted from the Nasdaq Capital Market.

-	While no decision has been made to this effect at this stage, it is possible that other windows to facilitate the deposit of shares in Forward Pharma into the ADR program will later be provided.

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Sincerely,

Claus Bo Svendsen, MD PhD

Chief Executive Officer

Forward Pharma A/S

Enclosures:

Schedule A: Register of shareholders

Schedule B: Process summary

Schedule C: Form of Conversion Notice

Schedule D: Form of Power of Attorney

Schedule E: Form of Transfer of Ownership Agreement

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