Lördag 28 Februari | 00:15:10 Europe / Stockholm
2026-02-27 19:12:00

The shareholders of ExpreS2ion Biotech Holding AB (publ), reg. no. 559033-3729 (the "Company"), are hereby invited to attend an extraordinary general meeting on 1 April 2026 at 09:00 (CEST) at Mindpark, Rönnowsgatan 8C in Helsingborg. Admission and registration for the meeting will commence at 08:45 (CEST).

The board of directors has, in accordance with the Company's articles of association, resolved that shareholders shall be entitled to exercise their voting rights by postal voting prior to the general meeting. Shareholders may therefore choose to exercise their voting rights at the meeting in person, through a proxy or by postal voting.

Right to participate and notification
The right to participate in the meeting is held by a person who:

  1. is recorded in the share register maintained by Euroclear Sweden AB on 24 March 2026; and
  2. has notified the Company of his or her intention to participate in the meeting in accordance with the instructions under the section "Notification for participation in person or through a proxy" no later than on 26 March 2026, or has submitted a postal vote in accordance with the instructions under the section "Instructions for postal voting" no later than on 26 March 2026.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to participate in the extraordinary general meeting and exercise their voting rights, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration). The preparation of the general meeting share register as of the record date of 24 March 2026 will take into account voting rights registrations made no later than on 26 March 2026. This means that the shareholder must request that the nominee carries out such voting rights registration well in advance of that date.

Notification for participation in person or through a proxy
Shareholders who wish to participate in the meeting in person or through a proxy shall notify the Company no later than on 26 March 2026 to ExpreS2ion Biotech Holding AB (publ), "EGM 2026”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, attn: Keith Alexander, or by e-mail to investor@expres2ionbio.com. The notification shall include the shareholder's name, address, telephone number (daytime), personal or registration number, shareholding and the number of any proxies/assistants.

A shareholder who does not wish to attend in person and does not wish to exercise his or her voting rights by postal voting may exercise his or her rights at the meeting through a proxy with a written, signed and dated power of attorney. The power of attorney may not be older than one year, unless a longer period of validity (however, no more than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorisation document for the legal entity shall be enclosed. To facilitate admission to the meeting, powers of attorney, certificates of registration and other authorisation documents should be sent either by e-mail to investor@expres2ionbio.com with the reference "EGM 2026" or by post to ExpreS2ion Biotech Holding AB (publ), ”EGM 2026”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden, attn: Keith Alexander, no later than on 26 March 2026. Please note that notification of participation in the meeting must be made even if the shareholder wishes to exercise his or her voting rights at the meeting through a proxy. A submitted power of attorney does not constitute notification of participation in the meeting. Proxy forms in Swedish and English are available on the Company's website, investor.expres2ionbio.com.

Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the Company's website, investor.expres2ionbio.com. The postal vote must be received by the Company no later than on 26 March 2026. The postal voting form shall be sent to ExpreS2ion Biotech Holding AB (publ), “EGM 2026”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, attn: Keith Alexander, or by e-mail to investor@expres2ionbio.com with the reference "EGM 2026".

If a shareholder submits a postal vote through a proxy, a written and dated power of attorney shall be enclosed with the postal voting form. Proxy forms are available upon request and are also available on the Company's website, investor.expres2ionbio.com. If the shareholder is a legal entity, a certificate of registration or equivalent authorisation document for the legal entity shall be enclosed. Shareholders may not attach special instructions or conditions to the postal vote. If this is done, the entire postal vote is invalid. Further instructions and conditions are set out in the postal voting form.

For questions regarding the meeting or to receive a postal voting form or a proxy form by post, please contact ExpreS2ion Biotech Holding AB (publ), ”EGM 2026”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, attn: Keith Alexander, or by e-mail to investor@expres2ionbio.com.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Resolution on amendment of the articles of association and reduction of the share capital to enable the intended rights issue of units
    1. The board of directors' proposal for a resolution on amendment of § 4 of the articles of association
    2. The board of directors' proposal for a resolution on reduction of the share capital
  7. Resolution on amendment of the articles of association
  8. Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants
  9. Determination of fees for the board of directors
  10. Election of new board member
  11. Closing of the meeting


Item 1 – Election of chairman of the meeting
The board of directors proposes that attorney Emil Hedberg, or in his absence the person designated by the board of directors, be elected as chairperson of the meeting.

Item 6 – Resolution on amendment of the articles of association and reduction of the share capital to enable the intended rights issue of units
General information regarding the board of directors' proposal under item 6
In accordance with the press release published by the Company on 27 February 2026, the board of directors intends to resolve on a rights issue of units of approximately SEK 53 million (the "Rights Issue"). The subscription price per unit in the Rights Issue shall correspond to a TERP discount of at least 35 per cent in relation to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from 24 March 2026 up to and including 6 April 2026, however not exceeding SEK 5 and not lower than the new quota value of the Company's share (SEK 1.6 in the event the general meeting resolves in accordance with item 6). In order to enable the implementation of the Rights Issue, the meeting is proposed to resolve on a reduction of the share capital and an adjustment of the limits of the share capital in the articles of association. The matters under items 6 a) – b) constitute a combined proposal and shall be dealt with by the general meeting through one resolution. The resolution under this item 6 is conditional upon the meeting also resolving in accordance with items 7 and 8 and that the board of directors resolves to carry out the Rights Issue.

Authorisation
The board of directors, the chief executive officer, or any person designated by the board of directors or the chief executive officer, is authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirements
A valid resolution under this item 6 requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 6 a) – The board of directors' proposal for a resolution on amendment of § 4 of the articles of association
In order to enable the share capital reduction under item 6 b), the board of directors proposes that the general meeting resolves to amend the limits of the share capital pursuant to § 4 of the articles of association as follows.

§ 4 of the articles of association is proposed to have the following wording.

Current wording
The share capital shall be not less than SEK 8,000,000 and not more than SEK 32,000,000.

Proposed wording
The share capital shall be not less than SEK 5,648,372.80 and not more than SEK 22,593,491.20.

Item 6 b) – The board of directors' proposal for a resolution on reduction of the share capital
The board of directors proposes that the general meeting resolves on a reduction of the Company's share capital by SEK 10,041,551.672912. The reduction shall be carried out without cancellation of shares. The reduction amount shall be allocated to unrestricted equity. The reduction is carried out in order to reduce the quota value of the shares and to enable the Rights Issue. Following the reduction, the Company's share capital will amount to SEK 5,648,372.80 divided into a total of 3,530,233 shares (prior to the Rights Issue), each share with a quota value of SEK 1.6.

The board of directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act

The effect of the board of directors' proposal is that the Company's share capital is reduced by SEK 10,041,551.672912, from SEK 15,689,924.472912 to SEK 5,648,372.80. The board of directors simultaneously intends, with the support of the authorisation to issue shares under item 8, to resolve on the Rights Issue of approximately SEK 53 million, which is secured to approximately 60 per cent. The subscription price per unit in the Rights Issue shall correspond to a TERP discount of at least 35 per cent in relation to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from 24 March 2026 up to and including 6 April 2026, however not exceeding SEK 5 and not lower than the new quota value of the Company's share (SEK 1.6 in the event the general meeting resolves in accordance with item 6). The share capital reduction and the implementation of the Rights Issue are conditional upon each other. By carrying out the Rights Issue, the share capital of the Company will, in connection with the registration of the share capital reduction with the Swedish Companies Registration Office, simultaneously increase by at least the amount by which the share capital has been reduced. By carrying out the Rights Issue simultaneously with the reduction, the Company may execute the reduction resolution without permission from the Swedish Companies Registration Office or a court of general jurisdiction, since the measures taken together entail that neither the Company's restricted equity nor its share capital is reduced.

Item 7 – Resolution on amendment of the articles of association
The board of directors proposes that the meeting resolves on amendments to the articles of association in accordance with the proposals under items 7 a), 7 b) and 7 c) below in order to enable the Rights Issue.

The resolutions under items 7 a) – 7 c) below are conditional upon and shall be filed for registration with the Swedish Companies Registration Office after, the Company having resolved on the Rights Issue. Furthermore, the board of directors proposes that the board of directors be authorised to file for registration with the Swedish Companies Registration Office the articles of association under item 7 a), item 7 b) or item 7 c) whose limits for the minimum and maximum number of shares and share capital in the Company are compatible with the total number of shares and share capital in the Company after the board of directors has resolved on the Rights Issue. In the event that the total number of shares and share capital in the Company after the board of directors has resolved on the Rights Issue is compatible with the amendments to the articles of association under all or some of items 7 a) – 7 c) below, the articles of association specifying the highest number of shares and share capital in the Company shall be filed for registration.

The resolution under this item 7 is conditional upon the meeting also resolving in accordance with items 6 and 8.

Authorisation
The board of directors, the chief executive officer, or any person designated by the board of directors or the chief executive officer, is authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirements
A valid resolution under items 7 a) – c) above requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 7 a) – The board of directors proposes that the general meeting resolves on the following amendments to §§ 4–5 of the articles of association.
Current wording § 4:
The share capital shall be not less than SEK 5,648,372.80 and not more than SEK 22,593,491.20.

Proposed wording § 4:
The share capital shall be not less than SEK 13,440,000 and not more than SEK 53,760,000.

Current wording § 5:
The number of shares shall be not less than 2,100,000 and not more than 8,400,000.

Proposed wording § 5:
The number of shares shall be not less than 8,400,000 and not more than 33,600,000.

Item 7 b) – The board of directors proposes that the general meeting resolves on the following amendments to §§ 4–5 of the articles of association.
Current wording § 4:
The share capital shall be not less than SEK 5,648,372.80 and not more than SEK 22,593,491.20.

Proposed wording § 4:
The share capital shall be not less than SEK 26,880,000 and not more than SEK 107,520,000.

Current wording § 5:
The number of shares shall be not less than 2,100,000 and not more than 8,400,000.

Proposed wording § 5:
The number of shares shall be not less than 16,800,000 and not more than 67,200,000.

Item 7 c) – The board of directors proposes that the general meeting resolves on the following amendments to §§ 4–5 of the articles of association.
Current wording § 4:
The share capital shall be not less than SEK 5,648,372.80 and not more than SEK 22,593,491.20.

Proposed wording § 4:
The share capital shall be not less than SEK 53,760,000 and not more than SEK 215,040,000.

Current wording § 5:
The number of shares shall be not less than 2,100,000 and not more than 8,400,000.

Proposed wording § 5:
The number of shares shall be not less than 33,600,000 and not more than 134,400,000.

Item 8 – Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants
The board of directors proposes that the extraordinary general meeting resolves to authorise the board of directors to, on one or more occasions prior to the next annual general meeting, resolve on the issuance of new shares, convertibles and/or warrants, with or without deviation from the shareholders' preferential rights, to be paid in cash, by way of contribution in kind and/or by way of set-off. Resolutions adopted pursuant to this issue authorisation, where the subscription price is below the quota value of the shares as at the date of this notice, are conditional upon the extraordinary general meeting also resolving in accordance with the proposal under item 6 and item 7 above and that such resolutions are simultaneously registered with the Swedish Companies Registration Office.

The purpose of enabling the board of directors to resolve on issuances without preferential rights for the shareholders as set out above is primarily to raise new capital in order to broaden the Company's shareholder base, increase the Company's flexibility, make payment for guarantee commitments in the form of units or in connection with acquisitions. To the extent that issuances are made with deviation from the shareholders' preferential rights, the issuance shall be made on customary market terms. If the board of directors deems it appropriate in order to facilitate the delivery of shares in connection with an issuance as set out above, this may be done at a subscription price corresponding to the quota value of the shares.

Authorisation
The board of directors, the chief executive officer, or any person designated by the board of directors or the chief executive officer, is authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirements
A valid resolution under this item 8 requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 9 – Determination of fees for the board of directors
The shareholders Allan Rosetzsky, AR CONSULT ApS, Martin Roland Holding ApS and Medic-Advice ApS (the "Shareholders") propose that board fees shall be paid, in accordance with the fee levels resolved by the annual general meeting 2025, on a pro rata basis in relation to the length of the term of office.

Item 10 – Election of board members
The Shareholders propose the re-election of Martin Roland Jensen (chairperson), Karin Garre and Jakob Knudsen and the new election of Michel J. Baijot as board members for the period until the end of the next annual general meeting. If the meeting resolves in accordance with the Shareholders' proposal, the board of directors will, for the period until the end of the next annual general meeting, consist of Martin Roland Jensen (chairperson), Karin Garre, Jakob Knudsen and Michel J. Baijot.

Information about Michel J. Baijot

Born: 1961.

Education: Bioengineer, PhD in molecular biology from the University of Louvain (Belgium).

Background: Michel Baijot has spent more than 25 years in various senior positions at bioMerieux as Corporate Director Molecular Diagnostics, at Innogenetics as VP of Business Development, at GSK Vaccines as VP of strategy, licensing and M&A, at Janssen Crucell Vaccines as Chief Business Officer and at Serum Institute of India as Executive Director Europe. He served as chairperson of the Belgian Biotech Association for 5 years.

Current assignments: Chairperson of the board of White Fund, board member of RNAlead, Director at Noshaq and chairperson of the board of CuraVac.

Independence: Michel J. Baijot is independent in relation to the Company and the Company's management as well as in relation to the Company's major shareholders.

Shareholding: Michel J. Baijot does not hold any shares in the Company as of the date of this notice.

Documents
Proxy forms, postal voting forms and other documents pursuant to the Swedish Companies Act will be available at the Company's office at Mindpark, Bredgatan 11 in Helsingborg and on the Company's website, investor.expres2ionbio.com, no later than two weeks prior to the meeting. The documents will also be sent to shareholders who so request and provide their postal address.

Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and the chief executive officer at the meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail. 

______________

Helsingborg in February 2026
ExpreS2ion Biotech Holding AB (publ)
The Board of Directors