Immunovia

Resolution on the adoption of the accounts and allocation of result
The annual general meeting resolved to adopt the profit and loss account and balance sheet and 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 board's proposal, which means that no dividend will be paid, and that available funds of SEK 3,273,146 will be carried forward.

Discharge from liability of the members of the board of directors and the CEO
The annual general meeting decided to discharge the members of the board of directors and the CEO from liability for the financial year 2024.

Election and remuneration of the board of directors and auditor
The annual general meeting resolved in accordance with the Nomination Committee's proposal to re-elect Melissa Farina, Valerie Bogdan-Powers, Hans Johansson, Martin Møller and Peter Høngaard Andersen as board members and to elect Bryan Riggsbee as a new member of the board. Peter Høngaard Andersen was re-elected as chairman of the board. Former board member Michael Löfman was not available for re-election.

The annual general meeting further resolved that board fees shall be paid with SEK 420,000 to the chairman of the board and that each of the other members of the board of directors shall receive SEK 180,000. It was further resolved that remuneration for committee work shall be paid in the amount of SEK 25,000 to members of the Audit, Research and Remuneration Committees and in the amount of SEK 40,000 to the chairmen of the Audit, Research and Remuneration Committees. Travel expenses will be reimbursed in accordance with the company's policy.

Finally, the annual general meeting resolved to elect the authorized public accountant Martin Gustafsson, HLB Auditoriet AB, as auditor and that the auditors’ fees shall be paid in accordance with approved invoices.

Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the remuneration report of the board of directors for the financial year 2024.

Resolution on authorization for the board of directors regarding issues
The annual general meeting resolved in accordance with the board of directors' proposal, for the purposes of enabling the board of directors to develop the company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, to authorize the board of directors to resolve, on one or several occasions before the next annual general meeting, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding payment in kind, set-off or other provisions, to issue new shares, convertibles and/or warrants.

The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall be limited to a number that corresponds to a maximum of 20 % of the number of shares outstanding in the company at the time of the first issue resolution pursuant to the authorization. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.

Resolution on (A) option program for management and key persons; and (B) directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the board of directors to implement an employee option program for members of management and key persons (including employees and consultants). The purpose of the employee option program is that the board of directors believes that an equity-based incentive program in the form of options is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate competent members of management and key persons (including employees and consultants) in the Immunovia group and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders.

The employee option program shall comprise a maximum of 6,278,626 options (whereby it was noted that the total number of options in the program in accordance with the board of directors’ proposal has been adjusted downwards due to the warrant series TO3, for which the exercise period ended in April 2025, not being fully exercised). Each option entitles the holders a right to acquire one new share in the company against cash consideration at an exercise price amounting to 100 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during five trading days immediately prior to the date of grant. Grants shall be made prior to the annual general meeting in 2026. The options are subject to a four-year vesting schedule, with 25 percent vesting after first year of the grant date and the remaining 75 percent vesting in equal monthly instalments thereafter. Vesting is conditional upon that the participant remains in employment or service with the group as of the date when the respective vesting occurs. The holders can exercise vested options as from vesting until the date that falls eight years after the grant date. Exercises can however only be made during “exercise windows” that occurs 14 calendar days after each quarterly report. For a participant that ceases to be employed or in a service relationship with the group, vested options must be exercised within four months from the date when the participant ceased to be employed or in a service relationship with the group.

In order to enable the company’s delivery of shares under the employee option program, the general meeting further resolved on a directed issue of a maximum of 6,648,632 warrants to the company or a subsidiary in the company’s group. In addition, the general meeting resolved to approve that the company or a subsidiary in the company’s group may transfer warrants to the participants in the employee option program (or to a financial intermediary assisting with the delivery of shares to the participants) without consideration in connection with the exercise of employee options.

Resolution on (A) option program for board members; and (B) directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to implement an option program for board members. The purpose of the option program is that the Nomination Committee believes that an equity-based incentive program in the form of options is a central part of an attractive and competitive remuneration package to attract, retain and motivate competent board members in the company and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders.

The option program shall comprise a maximum of 1,569,654 options (whereby it was noted that the total number of options in the program in accordance with the board of directors’ proposal has been adjusted downwards due to the warrant series TO3, for which the exercise period ended in April 2025, not being fully exercised). Each option entitles the holders a right to acquire one new share in the company against cash consideration at an exercise price amounting to 100 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during the five trading days immediately after the annual general meeting on 14 May 2025. The options shall vest on the date of the company’s annual general meeting 2026, provided that the participant is still a board member in the company on said date. The holders can exercise vested options as from vesting until the date that falls eight years after the grant date. Exercises can however only be made during “exercise windows” that occurs 14 calendar days after each quarterly report. For a participant that ceases to be a board member, vested options must be exercised within four months from the date when the participant ceased to be a board member.

In order to enable the company’s delivery of shares under the option program, the general meeting further resolved on a directed issue of a maximum of 1,662,156 warrants to the company or a subsidiary in the company’s group.

In addition, the general meeting resolved to approve that the company or a subsidiary in the company’s group may transfer warrants to the participants in the option program (or to a financial intermediary assisting with the delivery of shares to the participants) without consideration in connection with the exercise of options.

Lund, 14 May 2025
Immunovia AB (publ)