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Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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The shareholders of Biosergen AB, Reg. No. 559304-1295, (the "Company") are invited to attend the annual general meeting to be held on June 30, 2026, at 14:00 at BAHR Advokatbyrå at Birger Jarlsgatan 16, SE-114 34, Stockholm. Registration for the meeting begins at 13:30.
Right to participate
Shareholders wishing to participate in the annual general meeting must:
- be listed in the Company's share register kept by Euroclear Sweden AB as of June 22, 2026; and
- have given a notice of their intent to participate to the Company no later than on June 24, 2026. The notification should be made by e-mail to mark.beveridge@biosergen.net or by post to BAHR Advokatbyrå AB, Att. My Gabrielsson, Birger Jarlsgatan 16, SE-114 34 Stockholm. The notification should specify the shareholder's complete name, personal identity number or company registration number, address, telephone number and the number of shares held by the shareholder.
Trustee-registered shares
Shareholders whose shares are registered in the name of a bank or other nominee or trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than June 24, 2026. Accordingly, shareholders must notify their trustee and request such voting rights registration well before this date.
Proxy etc.
A proxy representing a shareholder must bring a valid written power of attorney to the annual general meeting that is dated and signed by the shareholder. The power of attorney shall not be dated more than one year before the date of the annual general meeting, unless it specifically stipulates that it will remain valid and in effect for a longer period of time (but not longer than five years). Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation submitted in advance. A template power of attorney can be found at the Company's website (www.biosergen.net) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the meeting was duly convened.
7. Address by the CEO.
8. Presentation of the annual report and the auditor's report and the consolidated annual report and the auditor's report on the consolidated annual report.
9. Resolutions regarding
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
b) allocation of the Company's result according to the adopted balance sheet; and
c) discharge from liability for board members and the managing director.
10. Determination of the number of board members and deputies as well as auditors and deputy auditors.
11. Determination of fees for the board of directors and the auditors.
12. Election of the board of directors, chairman of the board and auditor.
13. Resolution on issue authorisation.
14. Resolution on principles for establishing the Nomination Committee and its work.
16. Closing of the meeting.
Proposed resolutions
Item 2: Proposal on the election of chairman of the meeting
The Nomination Committee proposes that lawyer Emil Hedberg is elected as chairman of the meeting, or, in his absence, the person determined by the board of directors.
Item 9 b: Proposal on the resolution on allocation of the Company's result according to the adopted balance sheet
The board of directors proposes that no dividend is paid and that available funds are carried forward to a new account.
Item 11: Proposal on the determination of fees for the board of directors and the auditors
The Nomination Committee proposes that remuneration to the board of directors shall be paid with SEK 300,000 to Board member Marianne Kock. No remuneration is proposed to the Board members Anna Ljung and Mattias Klintemar. .
The Nomination Committee further proposes that remuneration to the auditor shall be paid in accordance with approved statement of costs.
Item 12: Proposal on the election of the Board of Directors, Chairman of the Board of Directors and Auditor
The Nomination Committee proposes re-election of Anna Ljung, Marianne Kock and Mattias Klintemar for the period until the end of the next Annual General Meeting. The Nomination Committee proposes election of Mattias Klintemar as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.
The Nomination Committee has made the assessment that the proposed Board Members have the best competence and experience with regard to the Company's operations and the market on which the Company operates and that they together constitute an appropriate composition. The Nomination Committee has evaluated several candidates with different backgrounds and has, in the evaluation process, had a particular focus on diversity and creating gender balance over time.
The Nomination Committee proposes, in accordance with the board's recommendation, re-election of Öhrlings PricewaterhouseCoopers AB as auditing firm, for a period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has informed that the certified auditor Sebastian Ionescu will be appointed as the responsible auditor.
Item 13: Proposal on the resolution on an issue authorisation
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants. The mandate is limited to an accumulated amount corresponding to 20% of the outstanding share capital of the Company at the time of the AGM.
The reason for why a deviation from the shareholders' preferential rights should be possible is to enable the Company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. In case the authorisation is used for a new issue with deviation from the shareholders' preferential rights, the issue shall be made on market terms.
Item 14: Proposal on principles for establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the three largest shareholders in terms of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear as per 30 September 2026, each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members or all shareholders or owner groups controlling three percent of the share capital have been offered to nominate a member to the Nomination Committee. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company's largest shareholder in terms of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints the Chairman within the Committee. Neither the Chairman of the Board of Directors, nor any other member of the Board of Directors may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the next Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the end of the mandate period and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the next Annual General Meeting:
- Proposal for Chairperson of the Meeting
- Proposal for the Board of Directors and any potential committees
- Proposal for Chairperson of the Board of Directors, any potential Vice Chairperson, and the Chairpersons of any potential committees
- Proposal for fees to the Board of Directors, with distribution between the Chairperson and other members of the Board of Directors
- Proposal for the Company's Auditors
- Proposal for fee to the Company's Auditors
- Proposal for principles for establishing the Nomination Committee for the following Annual General Meeting.
Disclosures at the annual general meeting
Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Meeting documents
Accounting documents, complete proposals and other documents before the annual general meeting will be available at the Company's office, Fogdevreten 2A, SE-171 65 Solna, Sweden and at the Company's website (www.biosergen.net) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the annual general meeting.
Number of shares and votes in the Company
As of the date of this notice to attend the annual general meeting, the total number of shares and votes in the Company amounts to 2,348,232. The Company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
Solna in May 2026
Biosergen AB (publ)
The Board of Directors
For further information about Biosergen, please contact:
Tine Kold Olesen, CEO
Telephone: +45 3135 5707
E-mail: tine.olesen@biosergen.net
Mark Beveridge, CFO
Telephone: +46 76 805 8288
E-mail: mark.beveridge@biosergen.net
The Company's Certified Adviser is Carnegie Investment Bank AB (publ).