Heidelberg Pharma : Agenda and convening of the general meeting (published in Bundesanzeiger on 13 May 2024)

Convenience Translation

(The text decisive for the invitation to the Annual General Meeting (AGM) of

Heidelberg Pharma AG is the one written in German language.)

Heidelberg Pharma AG

Ladenburg, Germany

German Securities Identification Number: A11QVV

ISIN: DE000A11QVV0

Invitation to the virtual Annual General Meeting of

Heidelberg Pharma AG

We hereby cordially invite our shareholders to the Annual General Meeting of Heidelberg Pharma AG, Ladenburg, Germany, which will take place on Thursday, 20 June 2024 at 11:00 am (CEST) as a virtual Annual General Meeting of the German Stock Corporation Act (AktG) without the physical presence of the shareholders or their authorized representatives, with the exception of the proxies appointed by the Company.

The venue of the meeting as defined by German Stock Corporation Act is the Company's registered office at Gregor-Mendel-Str. 22, 68526 Ladenburg, Germany. The shareholders and their authorized representatives (with the exception of the Company's proxies) will have neither the right nor the option to be physically present at the meeting venue. An audio and video broadcast of the entire Annual General Meeting will be available on the Internet for duly registered shareholders or their authorized representatives via the Company's website at https://heidelberg-pharma.com/en/agmpassword-protected Internet service. Shareholders - or their authorized representatives - will exercise their right to vote exclusively by means of electronic communication, namely by electronic postal vote or by authorizing and instructing the proxies appointed by the Company. For further details, please refer to the additional information and notes at the end of the invitation following the agenda.

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Agenda

1. Presentation of the adopted annual financial statements of Heidelberg Pharma AG and the approved consolidated financial statements and the combined management report for Heidelberg Pharma AG and the Heidelberg Pharma Group, including the explanatory report of the Executive Management Board regarding the disclosures pursuant to Section 289 and Section 315a of the German Commercial Code (Handelsgesetzbuch, HGB) as well as the report of the Supervisory Board - in each case for the 2022/2023 fiscal year ended 30 November 2023
   The documents mentioned in agenda item 1 are available on the Internet at https://heidelberg-pharma.com/en/agm.The Supervisory Board approved the annual financial statements and the consolidated financial statements prepared by the Executive Management Board. Hence there is no need for the Annual General Meeting to adopt a resolution on this agenda item.
2. Resolution on the formal approval of the actions of the members of the Executive Management Board
   The Supervisory Board and the Executive Management Board propose formally approving the actions of the members of the Executive Management Board during the 2022/2023 fiscal year ended 30 November 2023.
3. Resolution on the formal approval of the actions of the members of the Supervisory Board
   The Executive Management Board and the Supervisory Board propose formally approving the actions of the members of the Supervisory Board during the 2022/2023 fiscal year ended 30 November 2023.
4. Resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2023/2024 fiscal year
   In accordance with the procedure set out in Article 16 (2) of the EU Statutory Audit Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public- interest entities and repealing Commission Decision 2005 / 909 / EC), the Audit Committee of the Supervisory Board recommended Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf and PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, and communicated a reasoned

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preference for Baker Tilly GmbH & Co. Wirtschaftsprüfungsgesellschaft, Düsseldorf, with good reason. It justified this decision by stating that Baker Tilly achieved the highest overall score on the basis of the pre-defined decision criteria. Based on the recommendation of its Audit Committee, the Supervisory Board therefore proposes that Baker Tilly be appointed as auditor and Group auditor for the 2023/2024 financial year. The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause restricting the selection options within the meaning of Article 16 (6) of the EU Audit Regulation has been imposed on it.

5. Resolution on the cancellation of Authorized Capital 2022/I and the creation of new Authorized Capital 2024/I with the option to exclude statutory subscription rights; amendment to the Articles of Association

The company has Authorized Capital 2022/I in accordance with Section 5 (5) of the company's Articles of Association, which was created in accordance with the resolution of the Annual General Meeting on 28 June 2022 under agenda item 7 and amounts to EUR 20,992,228.00. Authorized Capital 2022/I has not yet been used. Currently, the company has not issued any bonds with conversion or option rights.

As a result of the Act on the Financing of Future-Proof Investments (Zukunftsfinanzierungsgesetz - ZuFinG; BGBl. 2023 I No. 354 of 14.12.2023), which came into force at the beginning of 2024, and the corresponding amendment to Section 186 para. 3 sentence 4 AktG, it is now possible to exclude subscription rights even if the capital increase against cash contributions does not exceed twenty percent of the share capital and the issue price is not significantly lower than the market price. In order to continue to give the management appropriate scope for action, the existing Authorized Capital 2022/I is to be cancelled and replaced by new Authorized Capital 2024/I, which authorizes an increase of up to approximately 45% of the company's share capital and, under certain conditions, the exclusion of shareholders' subscription rights. The cancellation of the Authorized Capital 2022/I shall only become effective if the Authorized Capital 2024/I effectively replaces it.

The Management Board and Supervisory Board therefore propose the following resolution:

1. Cancellation of Authorized Capital 2022/I; amendment to the Articles of Association

The Authorized Capital 2022/I pursuant to Section 5 para. 5 of the company's Articles of Association shall be cancelled with effect from the date of entry of the Authorized Capital 2024/I resolved pursuant to lit. b) and lit. c) in the commercial register, insofar as this authorization has not yet been utilized at the time of entry of the Authorized Capital 2024/I resolved pursuant to lit. b) and lit. c) in the commercial register.

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b) Creation of new Authorized Capital 2024/I

The Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions by up to a total of EUR 21,002,488.00 until 19 June 2029 (inclusive) by issuing up to 21,002,488 new no-par value bearer shares against cash and/or non-cash contributions (Authorized Capital 2024/I).

In the case of cash capital increases, shareholders are generally entitled to subscription rights. The shares may also be underwritten by one or more banks with the obligation to offer them to shareholders for subscription. However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the following cases in the event of capital increases against cash contributions:

1. in the event of a capital increase against cash contributions, if the issue price of the new shares is not significantly lower than the stock market price and the shares issued in accordance with or in analogous application of Section 186 para. 3 sentence 4 AktG against cash contributions with the exclusion of subscription rights during the term of this authorization do not exceed a total of 20% of the share capital, either at the time this authorization becomes effective or at the time it is exercised. Shares issued or to be issued to service bonds with conversion or option rights are to be counted towards this limit of 20% of the share capital if and insofar as the bonds are issued during the term of this authorization in analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights; or
2. to avoid fractional amounts; or
3. in the event of a capital increase against cash contributions, insofar as the new shares are placed on a foreign stock exchange in the course of an IPO.

In addition, the Management Board is authorized, with the approval of the Supervisory Board, to exclude subscription rights in the case of capital increases against contributions in kind.

Finally, the Management Board is authorized to determine the further content of the share rights and the conditions of the share issue with the approval of the Supervisory Board.

The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the scope of the capital increase from Authorized Capital 2024/I or after expiry of the authorization period.

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c) Amendment to the Articles of Association

• Section 5 (5) of the company's Articles of Association shall be amended as follows:

"(5) The Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions until 19 June 2029 (inclusive) by up to a total of EUR 21,002,488.00 against cash and/or non-cash contributions by issuing up to 21,002,488 new no-par value bearer shares (Authorized Capital 2024/I).

In the case of cash capital increases, shareholders are generally entitled to subscription rights. The shares may also be underwritten by one or more banks with the obligation to offer them to the shareholders for subscription. However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the following cases in the event of capital increases against cash contributions:

1. in the event of a capital increase against cash contributions, if the issue price of the new shares is not significantly lower than the stock market price and the shares issued in accordance with or in analogous application of Section 186 para. 3 sentence 4 AktG against cash contributions with the exclusion of subscription rights during the term of this authorization do not exceed a total of 20% of the share capital, either at the time this authorization becomes effective or at the time it is exercised. Shares issued or to be issued to service bonds with conversion or option rights are to be counted towards this limit of 20% of the share capital if and insofar as the bonds are issued during the term of this authorization in analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights; or
2. to avoid fractional amounts; or
3. in the event of a capital increase against cash contributions, insofar as the new shares are placed on a foreign stock exchange in the course of an IPO.

In addition, the Management Board is authorized, with the approval of the Supervisory Board, to exclude subscription rights in the case of capital increases against contributions in kind.

Finally, the Management Board is authorized to determine the further content of the share rights and the conditions of the share issue with the approval of the Supervisory Board.

The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the scope of the capital increase from Authorized Capital 2024/I or after expiry of the authorization period."

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6. Compensation Report

Pursuant to Section 162 (1) sentence 1 AktG, the Executive Board and Supervisory Board of the listed company shall prepare a clear and comprehensible report each year on the compensation granted and owed to each individual current or former member of the Executive Board and Supervisory Board in the past financial year. Pursuant to Section 120a (4) AktG, the Annual General Meeting of the listed company shall resolve on the approval of the compensation report.

The Management Board and the Supervisory Board therefore submit to the Annual General Meeting the remuneration report of Heidelberg Pharma AG for the financial year 2022/2023 as set out below, prepared in accordance with section 162 of the German Stock Corporation Act (AktG) and audited by the Company's auditor in accordance with section 162 (3) of the German Stock Corporation Act (AktG), together with the auditor's opinion, and propose that the remuneration report of Heidelberg Pharma AG for the financial year 2022/2023, prepared and audited in accordance with section 162 of the German Stock Corporation Act (AktG), be approved.

The compensation report is printed after the agenda under "Annex to agenda item 6 - Compensation report for fiscal year 2022/2023" and will be available on our website at https://heidelberg-pharma.com/en/agmfrom the date of convening the Annual General Meeting. The compensation report will also be available there during the Annual General Meeting.

Written report of the Management Board on agenda item 5 pursuant to Sections 203 para. 2 sentence 2, 186 para. 4 sentence 2 AktG on the reasons for the authorization of the Management Board to exclude subscription rights:

1. Current Authorized Capital 2022/I, reason for the amendment and report on the utilization of the Authorized Capital 2022/I:

In accordance with Section 5 (5) of the company's Articles of Association in the version valid at the time of publication of the invitation, the Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions until 27 June 2027 (inclusive) by issuing new no-par value bearer shares against cash and/or non-cash contributions (Authorized Capital 2022/I). The Authorized Capital 2022/I was originally resolved at the Annual General Meeting on 28 June 2022 in the amount of EUR 20,992,228.00 and entered in the commercial register on 15 September 2022. At the time of the invitation to the Annual General Meeting on 20 June 2024, Authorized Capital 2022/I had not yet been used.

The German Act on the Financing of Investments to Secure the Future (Zukunftsfinanzierungsgesetz - ZuFinG; BGBl. 2023 I No. 354 of 14 December 2023), which came into force at the beginning of 2024, and the corresponding amendment to Section 186 para. 3 sentence 4 AktG now make it possible to exclude

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subscription rights even if the capital increase against cash contributions does not exceed twenty percent of the share capital and the issue price is not significantly lower than the market price.

In order to continue to give the management appropriate scope for action against the background of this possibility of the Future Financing Act, the existing Authorized Capital 2022/I is to be cancelled and a new Authorized Capital 2024/I is to be created, which authorizes the management of the company, with the approval of the Supervisory Board, to increase the share capital once or several times by up to a total of EUR 21,002,488.00 against cash and/or non-cash contributions by issuing up to 21,002,488 new no-par value bearer shares until 19 June 2029 (inclusive).

2. new Authorized Capital 2024/I and associated advantages for the company:

A total of new Authorized Capital 2024/I up to an amount of EUR 21,002,488.00 is to be created. Authorized Capital 2024/I enables the Management Board, with the approval of the Supervisory Board, to increase the company's share capital once or several times by up to a total of EUR 21,002,488.00 against cash and/or non-cash contributions by issuing new no-par value bearer shares. The Executive Board is authorized to exclude shareholders' statutory subscription rights under special circumstances with the approval of the Supervisory Board (see 3. below). The authorization is to be granted until 19 June 2029 (inclusive).

The proposed authorization to issue new shares from Authorized Capital 2024/I is intended to enable the Executive Board, with the approval of the Supervisory Board, to respond to short-term financing requirements in connection with the implementation of strategic decisions. Especially in the current economic situation, a fast and flexible financing instrument is necessary and in the interests of the company and all shareholders (e.g. to enable an acquisition and to obtain liquidity). With the approval of the Supervisory Board, the Management Board should continue to be able to procure new equity for the company at any time and to acquire companies, parts of companies, investments in companies, new technologies, additional products or product candidates in return for shares. Such an anticipatory resolution is common practice both nationally and internationally.

With regard to the amount of the proposed Authorized Capital 2024/I (approx. 45% of the share capital entered in the commercial register; together with the Authorized Capital 2022/II pursuant to Section 5 (10) of the company's Articles of Association, approx. 50% of the share capital entered in the commercial register), it should be noted that the company has a capital requirement that is customary for the industry

• including for financing the further development of its ADC technology platforms and for the further development of its own product candidates and could therefore also require a correspondingly high amount of authorized capital.

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3. exclusion of subscription rights:

The proposed resolution provides for an authorization to exclude shareholders' subscription rights, which generally exist when using authorized capital, for certain purposes listed in detail in the proposed resolution:

1. The management is authorized to exclude subscription rights in the event of capital increases against cash contributions up to a maximum total of 20% of the company's share capital, whereby the issue price of the new shares may not be significantly lower than the stock market price of the company's share. The management will count towards the limit of 20% of the share capital those shares that are issued or are to be issued to service conversion or option rights, if and insofar as the convertible bonds or bonds with warrants from which these rights arise are issued during the term of the authorization in corresponding application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights.
   This possibility of excluding subscription rights enables the company to take advantage of favorable stock market situations at short notice and to achieve the highest possible issue price and thus the greatest possible strengthening of equity by setting the price close to the market. Experience has shown that such a capital increase leads to a higher inflow of funds than a comparable capital increase with subscription rights for shareholders due to the faster possibility of action. It is therefore in the best interests of the company and its shareholders. This does lead to a reduction in the relative participation quota and the relative share of voting rights of the existing shareholders. However, shareholders who wish to maintain their relative participation quota and their relative share of voting rights have the option of acquiring the required number of shares via the stock exchange
2. The Management Board should also be authorized under Authorized Capital 2024/I, with the approval of the Supervisory Board, to exclude fractional amounts from shareholders' subscription rights. The authorization to exclude subscription rights for the utilization of fractional shares is necessary to ensure a practicable subscription ratio in the event of a capital increase and therefore only serves to enable the utilization of the authorized capital with round amounts. Fractions arise if, as a result of the subscription ratio or the amount of the capital increase, not all new shares can be distributed equally among the shareholders. Without this authorization, the technical implementation of the capital increase would be made more difficult, particularly in the case of a capital increase by a round amount. The costs of trading in subscription rights for the fractional shares are disproportionate to the benefit for the shareholders. The new shares without subscription rights resulting from the exclusion of shareholders' subscription rights for the fractional shares will either be sold on the stock exchange (if possible) or otherwise disposed of in the best possible way for the company. The potential dilution effect is low due to the restriction to fractional shares.

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1. With the approval of the Supervisory Board, subscription rights may also be excluded in the case of capital increases against contributions in kind. The management should be able to acquire companies, parts of companies, interests in companies, new technologies, additional products or product candidates at any time in return for shares. For example, the company wants to be able to acquire companies, parts of companies, equity interests, new technologies, additional products or product candidates in order to strengthen its competitiveness, improve its financial position and increase its earning power. In times when the company's own financial resources are scarce and it is more difficult to raise external funds, the use of shares from authorized capital is often the only sensible consideration. The possibility of using shares in the company from authorized capital as an acquisition currency gives the company the necessary leeway to take advantage of acquisition opportunities quickly and flexibly. As such an acquisition usually takes place at short notice, it cannot usually be resolved by the Annual General Meeting, which only takes place once a year; there is also usually not enough time to convene an Extraordinary General Meeting in these cases due to the statutory deadlines. Instead, this requires authorized capital, which the Management Board can access quickly - but only with the approval of the Supervisory Board.
2. The possibility of excluding subscription rights is intended to enable the further issue of shares in the company on foreign stock exchanges, insofar as this is permitted by market conditions and serves the further growth of the company. The exclusion of subscription rights is therefore intended to create the possibility of a further listing on a foreign stock exchange. The exclusion of subscription rights ensures a reasonable placement volume and optimal utilization of the new shares. In contrast, maintaining shareholders' subscription rights would lead to considerable technical difficulties in the placement of the new shares and prevent the best possible issue price from being achieved. As a result of an internationally more broadly diversified financing base, the company could be better protected against capital market fluctuations and local changes in the cost of capital could be neutralized as effectively as possible. Such an international investor structure would create greater market liquidity and reduce the company's dependence on individual investors. In the international biotechnology environment, an additional listing on a foreign stock exchange would also facilitate the acquisition of company investments through share swaps.
   After weighing up all the above circumstances, the Management Board and Supervisory Board consider the exclusion of subscription rights in the above cases to be objectively justified and appropriate for the reasons stated, also taking into account the dilutive effect to the detriment of shareholders.

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4. report on the utilization of Authorized Capital 2024/I

The Executive Board will report to the Annual General Meeting on each utilization of Authorized Capital 2024/I.

Annex to agenda item 6 - Compensation report for fiscal year 2022/2023

Remuneration report of Heidelberg Pharma AG

for the fiscal year from 1 December 2022 to 30 November 2023 (2023 fiscal year) compared with the fiscal year from 1 December 2021 to 30 November 2022 (2022 fiscal year)

This remuneration report details the remuneration granted and owed to individual members of the Executive Management Board and Supervisory Board of Heidelberg Pharma AG in the 2023 fiscal year. The remuneration report meets the regulatory requirements of Section 162 of the German Stock Corporation Act (AktG).

The remuneration report below summarizes the principles used to determine the total remuneration of the Executive Management Board of Heidelberg Pharma AG and explains the structure as well as the remuneration received by the Executive Management Board members. The principles and the amount of remuneration received by the members of the Supervisory Board are also described.

There were changes to the composition of the Company's Executive Management Board and Supervisory Board in the 2023 fiscal year. Dipl.-Kfm. Walter Miller was appointed Chief Financial Officer with effect from 1 May 2023. Dr. Brady Xumin Zhao left the Supervisory Board at the end of 31 March 2023, while Dr. Yan Xia was elected as a new member at the Annual General Meeting on 25 May 2023.

After the reporting date, on 31 January 2024, Dr. Jan Schmidt-Brand stepped down as a member of the Executive Management Board as part of the retirement-related succession plan. Since then, Professor Andreas Pahl, who was Chief Scientific Officer since 2016 and has been Chief Executive Officer since 1 February 2024, and Walter Miller have been the Executive Management Board members of Heidelberg Pharma AG.

1. Remuneration for members of the Executive Management Board

1.1 Overview of the remuneration system for members of the Executive Management Board

Setting the remuneration of the members of the Heidelberg Pharma AG Executive Management Board falls under the purview of a plenary meeting of the Supervisory Board and is reviewed on a regular basis in compliance with the stipulations in Section 87 and 87a of the Stock Corporation Act as well as the recommendations of the German Corporate Governance Code. At the Annual General Meeting held on 25 May 2023, the Executive Management Board and the Supervisory Board presented in item no. 9 of the agenda the current remuneration system of the members of the Executive Management Board, which was approved in accordance with Section 120a (1) of the German Stock Corporation Act.

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