Biosergen

Resolution on adoption of accounts and allocation of the company’s result
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 2022 and that available funds are carried forward.

Discharge from liability for the members of the board and the CEO
The annual general meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2022.

Election of board members and auditor as well as remuneration for the board members and auditor
The annual general meeting resolved, in accordance with the proposal from major shareholders, to re-elect Torsten Goesch, Achim Kaufhold, Marianne Kock, Henrik Moltke, and Mattias Klintemar as ordinary board members. Lena Degling Wikingsson and Hanne Mette Dyrlie Kristensen had declined re-election. Torsten Goesch was re-elected as chairman of the board. Remuneration to the board shall be paid with EUR 40,000 to the chairman of the board and with EUR 25,000 to each of the other board members who are not employed by the company.

Furthermore, the annual general meeting resolved, in accordance with the proposal from major shareholders, to re-elect Öhrlings PricewaterhouseCoopers AB as auditor and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Öhrlings PricewaterhouseCoopers AB has informed that Johan Engstam will continue to be appointed as the responsible auditor.

Resolution on authorization regarding issues
The annual general meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors, up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants.

The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. In case the authorisation is used for a new issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
 

Resolution on amendment of the articles of association
The annual general meeting resolved in accordance with the proposal from the board of directors to amend § 7 of the articles of association in order to allow general meetings to be held not only in Solna, but also in Stockholm and Malmö.

Solna on 31 May 2023
Biosergen AB (publ)