Board of Directors

BioInvent’s Board of Directors is elected annually at the AGM for the period until the next AGM and shall, according to the Articles of Association, consist of no less than five and no more than nine members. The Articles of Association contain no special provisions regarding the election or dismissal of Board members.

The AGM 2024 discharged the Board members and the CEO from liability and re-elected the Board members Natalie Berner,
Kristoffer Bissessar, Thomas Hecht, Leonard Kruimer, Nanna Lüneborg, Vincent Ossipow and Bernd Seizinger and elected Laura Lassouw-Polman as new Board member. Erik Esveld had declined re-election. Leonard Kruimer was re-elected Chairman of the
Board. The Board of Directors consists of eight directors elected by the General Meeting, as well as the employee representatives Elin Birgersson and Tomas Wall, and the employee deputy Anette Mårtensson.

All Board members elected by the General Meeting are independent in relation to the Company, senior executives, and major
shareholders, except for Natalie Berner and Erik Esveld who is considered dependent in relation to major shareholders.

The AGM 2024 resolved that the Board’s fee shall amount to SEK 782,500 to the Chairman of the Board, SEK 500,000 to a vice
chairman of the Board and SEK 425,000 to each of the other Board members, who are not employed by the Company. In addition
hereto, the AGM resolved on fees for committee work of (i) SEK 70,000 to the Chairman of the Audit Committee and SEK 50,000
to other members of the Audit Committee, (ii) SEK 35,000 to the Chairman of the Remuneration Committee and SEK 25,000 to other members of the Remuneration Committee, and (iii) SEK 70,000 to the Chairman of the R&D Committee and SEK 50,000 to other members of the R&D Committee. Fee for committee work shall not be paid to the Chairman of the Board.

The work of the Board of Directors is governed by rules of procedure which are revised and adopted by the Board of Directors
at least once a year. The rules of procedure primarily consist of directions for the Board of Directors work, instructions for the division of duties between the Board of Directors and the CEO and instructions for the financial reporting.

The Board of Directors conducts an annual structured evaluation of the Board of Directors and the CEO, and the result of this evaluation is shared with the Nomination Committee. The evaluation is conducted with the purpose to develop the Board of Directors’ procedures and efficiency. The evaluation takes the form of a questionnaire that the Board members answer, after which the responses are compiled and presented to the Board of Directors and the Nomination Committee along with the results of the evaluations carried out in the two preceding years.

 

Auditors

According to the Articles of Association, BioInvent shall appoint a registered auditing Company for a term of two years. The auditor attends at least one Board meeting a year not attended by the CEO and other members of the Company’s senior management. The AGM 2024 elected KPMG AB to serve as the Company’s auditors for a two-year mandate. Linda Bengtsson, authorized public accountant, is principal auditor.