Bulletin from the annual general meeting in Biosergen AB (publ)

REG

Resolution on adoption of accounts and allocation of the Company's profits

The annual general meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual general meeting also resolved to allocate the Company's result in accordance with the proposal from the board meaning that no dividends are paid for the financial year 2024 and that available funds are carried forward.

The Board of Directors and Auditor

It was resolved to discharge the members of the Board of Directors and the Chief Executive Officer from liability in relation to their management of the Company's operations during the period covered by the audit report.

It was resolved that the number of members of the Board of Directors appointed by the annual general meeting shall be five. It was resolved that the number of auditors should continue to be one.

For the period until the end of the next annual general meeting, Marco Taglietti was newly elected as member of the Board of Directors, and Anna Ljung, Marianne Kock, Mattias Klintemar and Robert Molander were re-elected as members of the Board of Directors. For the same period, Anna Ljung was appointed as chairperson of the Board of Directors and Marianne Kock was appointed as vice chairperson of the Board of Directors.

It was further resolved to, for the period until the end of the next Annual General Meeting, re-elect the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) as auditor. It was noted that the authorized public accountant Johan Engstam would be auditor-in-charge.

Fees to the Board of Directors and the Auditor

It was resolved to approve the fees to the Board of Directors as proposed by the major shareholders, entailing a fee of SEK 400,000 to the chairperson of the Board, SEK 300,000 to the deputy chairperson of the Board, and SEK 200,000 to each of the other Board members who are not employed by the Company.

The annual general meeting further approved the major shareholders' proposal that the auditor's fee shall be paid in accordance with customary norms and approved invoice.

Authorization to issue shares etc.

The extraordinary general meeting resolved, in accordance with the Board's proposal, to authorize the Board of Directors to, during the period until the next annual general meeting, on one or several occasions, with or without preferential rights for the shareholders and with or without conditions on payment in kind, by way of set-off or other conditions, resolve upon the issue of shares, convertibles and/or warrants corresponding in aggregate to not more than 20 per cent of the outstanding share capital at the time of the meeting.

Establishment of a warrant program for newly elected Board member

It was resolved, in accordance with the shareholders Östersjöstiftelsen and Ribbskottet's proposal, to establish a warrant program for the newly elected Board member of the Company. It was further resolved, in accordance with the shareholders' proposal, upon a directed issue of not more than 350,000 warrants, in order to facilitate the Company's delivery under the warrant program.

Establishment of a warrant program for the CEO

It was resolved, in accordance with the shareholders Östersjöstiftelsen and Ribbskottet's proposal, to establish a warrant program for the CEO of the Company. It was further resolved, in accordance with the shareholders' proposal, upon a directed issue of not more than 1,390,665 warrants, in order to facilitate the Company's delivery under the warrant program.

Amendment of the Articles of Association and a reverse share split

It was resolved, in accordance with the Board's proposal, to adopt new articles of association and to carry out a reverse share split, in the ratio 1:100, resulting in one hundred (100) shares being consolidated into one (1) share. The Board was authorized to determine the record date for the reverse share split, which may not, however, be earlier than the date on which the resolution on the reverse share split has been registered with the Swedish Companies Registration Office. Further information on the procedure for the reverse share split will be published in connection with the Board's decision regarding the record date.

Establishing a Nomination Committee

It was resolved to establish a Nomination Committee according to the principles proposed by the shareholders Östersjöstiftelsen and Ribbskottet.

Datum 2025-06-11, kl 12:01
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