Biovica International

Amendments of the articles of association

The extra general meeting resolved, in accordance with the board of directors' proposal, to amend the limits of the articles of association for the share capital from a minimum of SEK 1,800,000 and a maximum of SEK 7,200,000 to a minimum of SEK 3,000,000 and a maximum of SEK 12,000,000, and the limits of the articles of association for the number of shares from a minimum of 27,000,000 and a maximum of 108,000,000 to a minimum of 45,000,000 and a maximum of 180,000,000.

Approval of the board of directors' resolution on a rights issue of units

The extra general meeting resolved to approve the board of directors' resolution from 23 October 2023 on a rights issue of a maximum of 45,741,388 class B shares and a maximum of 20,791,540 warrants of series TO3 B. The new shares and warrants shall be issued in units, where each unit shall consist of 11 class B shares and 5 free warrants of series TO3 B.

Through the issuance of shares the Company's share capital will increase with a maximum of SEK 3,049,425.868771. At subscription of shares through exercise of all warrants of series TO3 B, the Company's share capital may increase with an additional maximum of SEK 1,386,102.667624, and the number of shares with an additional maximum of 20,791,540 shares.

The subscription price is SEK 28.71 per unit (equivalent to SEK 2.61 per share), which corresponds to a total of SEK 119,385,022.68 if all units are subscribed for.

One warrant of series TO3 B entitles to subscription of one new B share in the Company at a subscription price of SEK 2.61, corresponding to a discount of approximately 39.9 percent of the theoretical ex-rights price (TERP), based on the closing price of the Company’s class B share on Nasdaq First North Premier Growth Market on 20 October 2023. Subscription of a new share by exercise of warrant of series TO3 B shall take place during the period from 12 September 2024 up to and including 30 September 2024.

Those who on the record date on 27 November 2023 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new units at a subscription price of SEK 28.71 per unit (equivalent to SEK 2.61 per share). Shareholders receive 1 unit right for each share held as of the record date. 11 unit rights entitle the holder to subscribe for one unit in the rights issue consisting of 11 shares and 5 warrants of series TO3 B.

Subscription for units with unit rights shall be made by payment in cash during the period from 29 November 2023 up until and including 13 December 2023. Subscription for units without unit rights shall be made on a subscription list during the period from 29 November 2023 up until and including 13 December 2023. Subscription shall be made only in units and not for shares or warrants separately. Allotment shall be made in units only. However, after the issuance the shares and warrants will be separated.

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