Biovica International

ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET
The annual general meeting resolved to adopt Biovica's income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.

DISTRIBUTION OF PROFIT
The annual general meeting resolved to treat the result in accordance with the proposal of the board of directors in the annual report, meaning that the result is carried forward.

DISCHARGE FROM LIABILITY
The directors and the managing director were discharged from liability for the 2022/2023 financial year.

ELECTION OF THE BOARD OF DIRECTORS, AUDITOR AND REMUNERATION
The annual general meeting resolved, in accordance with the nomination committee's proposal, that the board shall consist of seven directors and that the number of auditors shall be one registered audit firm.

It was resolved, in accordance with the nomination committee's proposal, that the remuneration shall be SEK 1,675,000 in total, including remuneration for committee work, and shall be paid to the board of directors and the members of the established committees in the following amounts:

• SEK 200,000 (SEK 200,000 last year) for each of the non-employed directors and SEK 450,000 (SEK 450,000) to the chairman provided that the chairman is not an employee.

It was resolved, in accordance with the nomination committee’s proposal, that remuneration for committee work shall be paid in the following amounts:

• SEK 75,000 (SEK 50,000) to the chairman and SEK 37,500 (SEK 25,000) to the other members of the audit committee and the remuneration committee.

Furthermore, it was resolved that the auditor shall be entitled to a fee in accordance with approved invoice.

The annual general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the current directors Annika Carlsson Berg, Marie-Louise Fjällskog, Maria Holmlund, Lars Holmqvist, Ulf Jungnelius, Anders Rylander and Jesper Söderqvist. Henrik Osvald has declined re-election. Furthermore, it was resolved to re-elect Lars Holmqvist as chairman of the board.

It was also resolved to re-elect the registered audit firm Grant Thornton Sweden AB as the Company's auditor for a period up until the end of the next annual general meeting. Grant Thornton Sweden AB has announced that the authorized auditor Stéphanie Ljungberg continues as main responsible auditor.

PRINCIPLES FOR THE NOMINATION COMMITTEE
The annual general meeting resolved, in accordance with the nomination committee's proposal, to adopt principles for the nomination committee. The principles are unchanged from last year and are adopted until further notice.

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO RESOLVE ON ISSUANCES
It was resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, corresponding to an increase in the share capital of a maximum of twenty (20) percent based on the total share capital in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The issuances shall be made at a market subscription price, subject to a market issue discount where applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions. A new share issue decided on the basis of the authorization shall take place for the purpose of providing the Company with working capital. If the board of directors decides on an issue with deviation from the shareholders’ preferential rights, the reason shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or acquisitions of other companies or operations.

SHARE SAVINGS PROGRAM 2023/2026:1 FOR SENIOR EXECUTIVES AND KEY PERSONNEL WITHIN THE COMPANY AND THE GROUP IN SWEDEN AND DENMARK
The annual general meeting resolved, in accordance with the board of directors’ proposal, to implement a share savings program 2023/2026:1 for senior executives and other key individuals in the Company and group in Sweden and Denmark, which may comprise a maximum of 268,500 Performance Shares and a maximum of 89,500 Retention Shares. In order to enable the Company's delivery of B shares under the share savings program 2023/2026:1, the annual general meeting also resolved on an issue of a maximum of 358,000 warrants of series 2023/2026:3 and approval of transfer of warrants of series 2023/2026:3, which may result in an approximate increase in the Company’s share capital of SEK 23,866.

SHARE SAVINGS PROGRAM 2023/2026:2 FOR THE COMPANY’S BOARD OF DIRECTORS
The annual general meeting resolved, in accordance with the shareholder Anna Rylander Eklund’s proposal, to implement a share savings program 2023/2026:2 for the Company's board of directors, which may comprise a maximum of 146,250 Performance Shares and a maximum of 48,750 Retention Shares. In order to enable the Company's delivery of B shares under the share savings program 2023/2026:2, the annual general meeting also resolved on an issue of a maximum of 195,000 warrants of series 2023/2026:4 and approval of transfer of warrants of series 2023/2026:4, which may result in an approximate increase in the Company’s share capital of SEK 13,000.

EMPLOYEE STOCK OPTION PROGRAM 2023/2026:2 FOR SENIOR EXECUTIVES, OTHER EMPLOYEES AND KEY INDIVIDUALS WITHIN THE COMPANY'S AMERICAN GROUP
The annual general meeting resolved, in accordance with the board of directors' proposal, to implement an employee stock option program 2023/2026:2 for senior executives, other employees and key individuals within the Company's American group, which may comprise a maximum of 155,250 stock options. In order to enable the Company's delivery of B shares under the employee stock option program 2023/2026:2, the annual general meeting also resolved on an issue of a maximum of 155,250 warrants of series 2023/2026:5 and approval of transfer of warrants of series 2023/2026:5, which may result in an approximate increase in the Company’s share capital of SEK 10,350.

PERFORMANCE SHARE PROGRAM 2023/2026:2 FOR SENIOR EXECUTIVES, EMPLOYEES AND KEY PERSONNEL WITHIN THE COMPANY'S AMERICAN GROUP
The annual general meeting resolved, in accordance with the board of directors' proposal, to implement a performance share program 2023/2026:2 for senior executives and other key individuals in the Company and group in the US, which may comprise a maximum of 51,750 performance shares. In order to enable the delivery of B shares according to the performance share program 2023/2026:2, the annual general meeting also resolved on an issue of a maximum of 51,750 warrants of series 2023/2026:6 and approval of transfer of warrants of series 2023/2026:6, which may result in an approximate increase in the Company's share capital of 3,450.

For detailed terms regarding the resolutions at the annual general meeting as described above, please refer to the notice and the complete proposals which are available on the Company's website, www.biovica.com.