Spermosens

Resolution to Approve the Board's Decision on a Directed Issue of Warrants

The Extraordinary General Meeting resolved, in accordance with the Board's proposal, to approve the Board’s decision of 23 December 2024 regarding the issuance of up to 329,476,600 warrants of series TO5, which, upon full exercise, would result in an increase in share capital of up to SEK 658,953.2. Additionally, the Meeting resolved on a directed issue of up to 329,476,600 warrants of series TO6, which, upon full exercise, would result in an increase in share capital of up to SEK 658,953.2.

The right to subscribe for warrants shall, deviating from shareholders' preferential rights, be granted solely to:
(i) A limited number of external investors and certain existing shareholders who subscribed for shares in the directed share issue resolved by the Board on 23 December 2024 (the “Directed Share Issue”).
(ii) The lender JEQ Capital AB.

For every two (2) subscribed shares in the Directed Share Issue (a total of 558,953,200 shares), the subscriber is entitled to subscribe for one (1) warrant of series TO5 and one (1) warrant of series TO6. In addition, JEQ Capital AB is entitled to subscribe for 50,000,000 warrants of series TO5 and 50,000,000 warrants of series TO6 free of charge.

Resolution on Shareholders' Proposal for a Directed Share Issue

The Extraordinary General Meeting resolved, in accordance with shareholders' proposal, to carry out a directed share issue of up to 39,433,600 shares, resulting in a maximum increase in share capital of SEK 78,867.2.

The right to subscribe for shares shall, deviating from shareholders' preferential rights, be granted solely to:

• Sporcon Lifescience Advisors ApS (owned by Ulrik Spork, Chairman) – 12,892,400 shares
• Duvold Holding ApS (owned by Tore Duvold, CEO) – 11,500,000 shares
• SML Holding ApS (owned by Søren Melsing Frederiksen, Board Member) – 6,446,200 shares
• Care & Communication i Lund AB (owned by Christina Östberg-Lloyd, Board Member) – 4,297,500 shares
• Nested Bio AB (owned by Kushagr Punyani, Board Member) – 4,297,500 shares

Resolution on Shareholders' Proposal for a Directed Issue of Warrants

The Extraordinary General Meeting resolved, in accordance with shareholders' proposal, to carry out a directed issue of up to 19,716,800 warrants of series TO5, resulting in a maximum increase in share capital of SEK 39,433.6 upon full exercise, as well as a directed issue of up to 19,716,800 warrants of series TO6, also resulting in a maximum increase in share capital of SEK 39,433.6 upon full exercise.

The right to subscribe for warrants shall, deviating from shareholders' preferential rights, be granted solely to:

• Sporcon Lifescience Advisors ApS
• Duvold Holding ApS
• SML Holding ApS
• Care & Communication i Lund AB
• Nested Bio AB

For every two (2) subscribed shares in the Directed Share Issue, the subscriber is entitled to subscribe for one (1) warrant of series TO5 and one (1) warrant of series TO6.

For further information, please contact:
Tore Duvold, CEO
E-mail: info@spermosens.com