Notice of convocation of the Extraordinary General Shareholders Meeting and documents related to the Extraordinary General Meeting

Current report No. 3/2026

Date of preparation: 3 February 2026

Subject: Notice of convocation of the Extraordinary General Shareholders Meeting and documents related to the Extraordinary General Meeting

Legal basis: Article 56 sec. 1 point 2 of the Public Offering Act – current and periodical information

The Management Board of Captor Therapeutics S.A., based in Wrocław (the "Company"), pursuant to Article 398, Article 399 § 1 in connection with Articles 402¹ and 402² of the Commercial Companies Code, informs that the Extraordinary General Meeting of the Company was convened for 2 March 2026, at 1:00 P.M. and will be held in Wrocław at ul. Duńska 9 (54-427 Wrocław), in the DELTA building.

The Management Board of the Company encloses the following to this report:

1. the full text of the notice with the agenda of the Extraordinary General Meeting (appendix no. 1);

2. draft resolutions to be discussed at the Extraordinary General Meeting of the Company (appendix no. 2);

3. opinion of the Management Board justifying the reasons for the exclusion of pre-emptive rights of existing shareholders in respect of bearer ordinary shares of series Y, and the proposed method for determining the issue price of series Y shares (appendix No. 3);

4. specimen power of attorney (appendix no. 4);

5. specimen instruction to exercise voting rights by proxy (appendix no. 5);

6. information on the total number of votes (appendix no. 6);

7. the content of the Supervisory Board's resolution approving the draft resolutions (appendix no. 7).

Due to the fact that the agenda includes an item concerning the adoption of a resolution on increasing the Company's capital, the Management Board presents below the justification for adopting the resolution:

The resolution concerns an increase in the Company's share capital in order to recapitalize the Company.

The planned recapitalization is intended to strengthen the Company's financial structure and secure the funds required to reach value inflection points in two or three projects in 2026-2028. The exact number will depend, among other things, on the additional financing obtained.

At the end of 2025, the Company had cash and investments worth PLN 32.0 million. The Company actively uses available sources of financing and in 2026-2028:

• estimated revenues from potential research cooperation agreements or partnership agreements may provide an additional PLN 70 million in 2026-2028
• Cash inflows from grants and financial income – i.e., cash inflows from sources other than sales revenue – may, in the Company's opinion, provide a total of approximately PLN 20 million in the same period.

Together with the planned, secured or certain sources listed above, raising approximately PLN 70 million from the issue would secure a total of approximately PLN 192 million in financing in 2026-2028.

During this period, the Company may incur internal expenses – other than expenses for conducting outsourced clinical and preclinical trials – amounting to approximately PLN 36 million per year, or approximately PLN 108 million for the entire period. This level of expenditure would be associated with maintaining the organization, including the research platform, at its current level. The Company may also incur expenses related to the following outsourced studies:

• CT-01, hepatocellular carcinoma, expenses related to monotherapy – approximately PLN 15 million,
• CT-01, hepatocellular carcinoma, expenses related to combination therapy – up to PLN 15 million,
• CT-03, acute myeloid leukemia, expenses related to mono- and combination therapy – approximately PLN 20 million,
• CT-02, completion of preclinical development of one of the molecules – approximately PLN 30 million.

The above-mentioned expenses could be covered by the sources of financing presented above. Raising capital would enable the Company to carry out activities in 2026-2028 that could lead to the achievement of break-even points in two projects (CT-01 and CT-03).

If additional financing is obtained, e.g., in the form of grants related to the conclusion of a partnership agreement, or in the form of debt financing (mezzanine/venture debt), the Company could also incur the following expenses:

• CT-02, conducting one clinical trial – PLN 20-50 million, depending, among other things, on the indication and location of the trial (China, United States, Europe),
• CT-05, molecule optimization and completion of preclinical development – approximately PLN 40 million.

By incurring these expenses, in 2026-2028 the Company could reach the inflection point in the third project (CT-02) and develop the fourth project (CT-05) to the stage where clinical trials can begin.

All amounts are estimates and may differ significantly from the actual amounts. The time required to complete the tasks described may differ from that presented.

With reference to current report No. 12/2025, the Company announces that it is continuing advanced talks with EIC Fund, the investment arm of the European Innovation Council (EIC), which has expressed preliminary, non-binding interest in participating in the planned increase in the Company's share capital. Subject to, among other things, the final approval of the EIC Fund Investment Committee and the fulfillment of other relevant conditions, the EIC Fund may acquire a pool of newly issued shares with a total value of up to EUR 5.3 million.

Any subscription would be limited to (i) 50% of the shares allocated to investors other than the EIC Fund and (ii) no more than 4.9% of the total number of votes in the Company after the capital increase (post-money).