ALK Abelló A/S : Notice convening the AGM

Notice convening Annual General Meeting

ALK-Abelló A/S,

Thursday, 23 March 2023

at 4.00 PM (CET)

2	ALK  Notice convening Annual General Meeting 2023

To the shareholders of ALK-Abelló A/S

The Board of Directors is pleased to invite you to the Company's Annual General Meeting to be held on

Thursday, 23 March 2023 at 4.00 PM (CET)

at ALK-Abelló A/S, 1 Bøge Allé, 2970 Hørsholm, Denmark

Agenda with complete proposals

1. Report on the activities of the Company
2. Approval of the annual report and resolution to discharge the Board of Directors and the Board of Management from their obligations
3. Resolution on the allocation of profits

As stated in the approved annual report and in line with the Company's growth strategy, the Board of Directors proposes that the General Meeting adopts a resolution not to distribute any ordinary dividend.

4. Adoption of the remuneration report for 2022

The Board of Directors proposes that the remuneration report for 2022 be approved.

5. Adoption of the remuneration to the Board of Directors for the present year

The Board of Directors proposes that the fees to the Board of Directors shall remain unchanged at DKK 350,000, the Vice Chair shall unchanged receive twice that amount, DKK 700,000, and the Chair shall unchanged receive three times that amount, DKK 1,050,000.

The Board of Directors also proposes that the supplementary fees to the Board members who are members of the Remuneration & Nomination Committee and the Scientific Committee shall remain unchanged at DKK 100,000. The Chairs of the Remuneration & Nomination and the Scientific Committees shall unchanged receive DKK 150,000. The Board of Directors proposes that the supplementary fees to the members of the Audit Committee remain unchanged at DKK 125,000 and that the supplementary fee to the Chair of the Audit Committee shall remain unchanged at DKK 187,500.

6. Election of the Chair of the Board of Directors

Pursuant to article 8.2 of the Articles of Association, all members of the Board of Directors are up for election every year.

The Board of Directors proposes re-election of the Chair Anders Hedegaard.

7. Election of the Vice Chair of the Board of Directors

The Board of Directors proposes re-election of the Vice Chair Lene Skole.

ALK-Abelló A/S	1 Bøge Allé	Phone: [phone]	Direct phone re. Annual General Meeting:	Website: www.alk.net
	DK-2970 Hørsholm		[phone] - Shareholder Secretariat	CVR no.: 63 71 79 16

Notice convening Annual General Meeting 2023ALK

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8. Election of other members of the Board of Directors

The Board of Directors proposes the re-election of the following board members, since Jakob Riis is not seeking re-election:

Gitte Aabo, Lars Holmqvist, Bertil Lindmark and Alan Main.

The Board of Directors proposes the new election of:

Jesper Høiland

who brings extensive managerial and commercial experience from global pharmaceutical companies, including roles as Global Chief Commercial Officer at Ascendis Pharma, Inc., President & CEO at Radius Health, Inc., and President of Novo Nordisk Inc., USA. Jesper Høiland is currently a strategic advisor for global healthcare companies at the consulting firm PharmaCo Consult.

A more detailed description of the candidates' competencies, other managerial positions held in other commercial enterprises, demanding organisational assignments and independence is attached as Annex 1 to this convening notice and can also be found at the Company's website, https://ir.alk.net

Endeavours are made to ensure that the Board of ALK-Abelló A/S is made up of persons with the international managerial, financial, pharmaceutical, production and R&D expertise needed to safeguard the interests of the Company and thereby of the shareholders in the best possible way. The Board of Directors believes that the proposed candidates satisfy these criteria.

9. Appointment of auditor

The Board of Directors proposes that PwC Statsautoriseret Revisionspartnerselskab be re-appointed. The proposal is based on a recommendation from the Audit Committee, and it is not influenced by third parties and has not been driven by any agreement with a third party that could restrict the choice of the General Meeting to certain auditors or audit companies.

10. Proposals from the Board of Directors

1. Renewed authority to the Board of Directors to purchase treasury shares
   The Board of Directors proposes that the Board's authorisation to acquire treasury B shares should be renewed, as the present authorisation expires on 12 March 2024, and thus possibly before the date of the next Annual General Meeting. The proposal implies that the Board of Directors be authorised for the period until and including 22 March 2028 to allow the Company, on a continuous basis, to acquire treasury B shares of a nominal value of up to DKK 11,141,196 (equivalent to 10% of the share capital). Such treas- ury shares may only be acquired for an amount that, together with the treasury shares already held by the Company, at no time exceeds a nominal value of 10% of the share capital. The consideration for such shares may not deviate by more than 10% from the official quoted price of the B shares on NASDAQ Copen- hagen on the date of acquisition.

ALK-Abelló A/S	1 Bøge Allé	Phone: [phone]	Direct phone re. Annual General Meeting:	Website: www.alk.net
	DK-2970 Hørsholm		[phone] - Shareholder Secretariat	CVR no.: 63 71 79 16

4	ALK  Notice convening Annual General Meeting 2023

1. Removal of Article 4.3 in the Articles of Association (the Company's keeper of the shareholders' register)
   The Board of Directors proposes to delete Article 4.3 of the Articles of Association so that the Company is free to choose its keeper of the shareholders' register. The amendment of the Articles of Association entails that the Company will be responsible for keeping the Company's shareholders' register, however, the Board of Directors may delegate administrative and practical tasks relating to the keeping of the shareholders' register to a professional vendor. The proposal implies that the numbering of all the subse- quent sub-articles of Article 4 of the Articles of Association shall be altered accordingly.
2. Update of the remuneration policy
   The Board of Directors proposes to update the remuneration policy. A draft of the updated remuneration policy is available at the Company's website https://ir.alk.net/agm. In the following, the material amend- ments to the remuneration policy are listed:
3. • Travel compensation: Members of the Board of Directors may receive fixed travel allowance and com- pensation in respect of travel activities to board and committee related meetings outside their country of residence.
   • Social security taxes etc.: Social security taxes and similar taxes imposed on board members' fees by foreign authorities may be paid by ALK.
   • Extraordinary amendments of KPIs applicable to variable remuneration: Option for the Board of Directors to waive or adjust a KPI if such KPI, during the relevant performance period, may have become obsolete, irrelevant and/or improper due to circumstances which could not reasonably have been taken into consideration when setting the KPI, e.g., due to strategy changes and M&A activities.
   • Exercise period for share options: In order to better align the typical practice within peer companies in the life science industry, the exercise period for share options is prolonged from two years after the vesting date to four years after the vesting date for a total lifetime of the share options of seven years.
   • Cap on long-termincentive remuneration: A cap will apply to the maximum total value gain at exer- cise and/or vesting from any share options and/or performance shares, respectively, granted in a cal- endar year. The cap is four times the annual base salary at the time of award of the share options and/or performance shares concerned.
   • Clawback: The remuneration policy's provisions on clawback of remuneration have been amended to expand the general scope of clawback, providing ALK the right to clawback remuneration, to the fullest extent possible under applicable law, in the event of such remuneration having been granted, earned or paid out based on information which subsequently turns out to be incorrect or misstated, or if the recipi- ent acted in bad faith, with gross negligence and/or wilful misconduct.
   • Notice periods: The framework provisions concerning notice periods are amended so that ALK may terminate employment of a member of the Board of Management by giving up to 12 months' notice, and members of the Board of Management may terminate their employment with ALK by giving up to 12 months' notice.
   • Extraordinary remuneration: Amendment of the option for the Board of Directors to award extraor- dinary remuneration to members of the Board of Management to the effect that such extraordinary remuneration must be based on a recommendation by the Remuneration & Nomination Committee and that such extraordinary remuneration may be awarded for recruitment and retention purposes. Fur- thermore, the remuneration policy clarifies that extraordinary remuneration may only be awarded if such remuneration supports ALK's long-term interests and the interests of ALK's shareholders.

ALK-Abelló A/S	1 Bøge Allé	Phone: [phone]	Direct phone re. Annual General Meeting:	Website: www.alk.net
	DK-2970 Hørsholm		[phone] - Shareholder Secretariat	CVR no.: 63 71 79 16

Notice convening Annual General Meeting 2023ALK

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1. • Shareholding requirement: Introduction of shareholding requirements for members of the Board of Management. Overall, the CEO will be required to hold shares in ALK of a value corresponding to the CEO's annual base salary before tax, whereas other members of the Board of Management will each be required to hold shares in ALK of a value corresponding to six months' base salary before tax in order to remain eligible to participate in the LTI plan. Such shareholding may be built up during a five-year period from promotion to or employment as member of the Board of Management. In extraordinary cases, the Board of Directors may grant exemptions to the shareholding requirement.
   • Deviations from the remuneration policy: The provisions on the Board of Directors' option to deviate from the remuneration policy in exceptional circumstances are simplified and expanded to cover all remuneration components related to the Board of Management in order to create adequate flexibility for the Board of Directors in the event that the Board of Directors, contrary to expectations, are required to deviate from the remuneration policy in respect of the STI and LTI plans. The Board of Directors may only deviate from the remuneration policy if such deviation is deemed to be in the long-term interests of ALK and/or ALK's shareholders or made for the purpose of ALK's sustainability.
   • Relative share of remuneration components: The provisions on the relative share of the Board of Management's remuneration components have been amended to enhance transparency on the alloca- tion of remuneration in different scenarios. Furthermore, the remuneration policy clarifies that the Board of Management may receive benefits of up to 10% of the annual base salary.
   • Clarification of formal and procedural matters: The remuneration policy is updated with certain clarifications concerning the process for measuring KPI performance, and that KPIs applicable to the variable remuneration of the Board of Management may be financial and/or non-financial
2. Authorisation to the chair of the meeting
   The Board of Directors proposes that the General Meeting authorises the chair of the meeting, with power of delegation, to make such changes in and supplements to the resolutions adopted at the General Meeting and to the notification hereof as may be required by the Danish Business Authority or other authorities in connection with the registration of the amendments adopted, and to continuously make and notify linguis- tic and other amendments with no impact on content in the Company's Articles of Association.

11. Any other business

Majority requirements

The proposals under items 2 - 9, item 10(a), item 10(c), and item 10(d) of the agenda must be adopted by a simple majority of the votes cast, cf. article 5.11 of the Articles of Association. The proposal under item 10(b) must be adopted by at least two-thirds of the votes cast and of the proportion of the share capital represented at the General Meeting, cf. article 5.11 of the Articles of Association and Section 106(1) of the Danish Companies Act.

Record date

A shareholder's right to attend and vote at the Annual General Meeting is determined relative to the shares held by the shareholder on the record date, which is Thursday, 16 March 2023 at 11.59 PM (CET).

ALK-Abelló A/S	1 Bøge Allé	Phone: [phone]	Direct phone re. Annual General Meeting:	Website: www.alk.net
	DK-2970 Hørsholm		[phone] - Shareholder Secretariat	CVR no.: 63 71 79 16