The shareholders of Cereno Scientific AB (publ), company registration no. 556890-4071, (the "Company") are hereby given notice to attend the Annual General Meeting to be held on Tuesday 10 June 2025 at 11 a.m. at MAQS Advokatbyrå's premises, at the address Masthamnsgatan 13 in Gothenburg (please note this is a new address compared to previously). Registration for the Annual General Meeting will commence at 10.30 a.m. Registration of attendance at the Annual General Meeting will be cancelled when the general meeting opens.

Right to participate at the Annual General Meeting

Any shareholder wishing to participate at the Annual General Meeting must:

(i)                  be entered in the share register maintained by Euroclear Sweden AB as per Friday 30 May 2025 and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Tuesday 3 June 2025; and

(ii)                provide notice of their intention to participate by letter addressed to Cereno Scientific AB, "AGM 2025", Cereno Scientific AB (publ), Förändringens gata 10, 431 53 Mölndal, Sweden, or by e-mail to info@cerenoscientific.com, not later than Tuesday 3 June 2025.

The notice must include the shareholder's name, address, telephone number, personal identification number or company registration number as well as the number of attendees.

Shareholders who wish to be represented by a proxy must issue a dated proxy form for the proxy. Proxy forms may be obtained through the Company and are available on the Company's website, www.cerenoscientific.com. The proxy should, if possible, be submitted in original to the Company at the above-stated address in due time prior to the general meeting. Representatives of legal entities must include a copy of the current certificate of registration or other applicable document.

Nominee-registered shares

To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. As stated above, the nominee must have carried out the voting rights registration at Euroclear Sweden AB no later than Tuesday, 3 June 2025. The shareholder should provide notice to the nominee thereof in due time and register their shares with voting rights in accordance with the nominee's instructions.

Business on the general meeting

Proposed agenda:

1. Opening of the general meeting;
2. Election of chairperson of the general meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the general meeting has been duly convened;
6. Approval of the agenda;
7. Presentation by the CEO;
8. Presentation of the annual report and the auditor's report for the company and the group;
9. Resolutions regarding:

(a)   adoption of the income statement and balance sheet for the company and the group;

(b)   allocation of the company's profit or loss according to the adopted balance sheet;

(c)    discharge from liability for the directors and CEO;

1. Determination of the number of directors, deputy directors, auditors, and deputy auditors;
2. Determination of the fees payable to the Board of Directors and auditors;
3. Election of the Board of Directors;
4. Election of chairperson of the Board of Directors;
5. Election of auditor(s) and any deputy auditors;
6. Resolution regarding adoption of principles for the Nomination Committee;
7. Resolution regarding directed issue of warrants to executive;
8. Resolution regarding directed issue of warrants to director;
9. Resolution regarding approval of entering an addendum agreement with Corporate Culture ApS (related party transaction);
10. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles;
11. Resolution regarding adjustment authorization;
12. Closing of the general meeting.

Proposed resolutions by the Nomination Committee

In accordance with the Annual General Meeting's principles adopted last year, the Nomination Committee shall consist of one member appointed by the Company's largest shareholder, or group of shareholders, as per 30 April 2024, the chairman of the Board of Directors, and Björn Dahlöf, Chief Scientific Officer (CSO) in the Company. The Nomination Committee have consisted of Andreas Ejlegård (appointed by the Company's largest group of shareholders), Joakim Söderström and Björn Dahlöf.

2. Election of chairperson of the general meeting

The Nomination Committee proposes lawyer Eric Ehrencrona from MAQS Advokatbyrå or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairperson of the general meeting.

10. Determination of the number of directors, deputy directors, auditors, and deputy auditors

The Nomination Committee proposes that the Board of Directors shall consist of five directors without deputies for the period until the end of the next Annual General Meeting.

Furthermore, it is proposed that one auditor be appointed until the end of the next Annual General Meeting.

11. Determination of the fees payable to the Board of Directors and auditors

The Nomination Committee proposes that the fees paid to the Board of directors for the period from the present Annual General Meeting until the end of the next Annual General Meeting be distributed as follows (previous year's figures in brackets): fee of five (five) price base amounts to each of the directors who are not employed by the Company (does not include persons who are members of the Company's Scientific Advisory Board) and five (ten) price base amounts to the chairperson of the Board of Directors. When calculating fees, the price base amount as of the day of the general meeting shall be applied.

If the general meeting resolves according to the Nomination Committee's proposal as regards the composition of the Board of Directors, the total fee will amount to SEK 1,470,000 (previous year SEK 1,719,000).

If the Board of Directors within itself chooses to set up committees, it is proposed that no fee should be paid to these since the committees in such case will consist of the Board of Directors.

It is proposed that fees be paid to the auditor according to invoice approved by the Company.

12. Election of the Board of Directors

The Nomination Committee proposes re-election of the directors Anders Svensson, Gunnar Olsson, Sten R. Sörensen and Jeppe Øvlesen, and election of Moi Brajanovic as new director.

Moi Brajanovic (born 1987) holds a Master of Science in Business and Economics, with a specialization in Business Administration, from the School of Business, Economics and Law at the University of Gothenburg. Moi has extensive international experience from the finance sector, with a strong background in business development, due diligence and transactions (M&A). During his career, Moi has led complex risk and capital management assignments for international financial institutions. Moi is currently Managing Director at Advisense, a leading European company within governance, risk and compliance.

Further information about the directors proposed for re-election can be found on the Company's website, www.cerenoscientific.com.

13. Election of chairperson of the Board of Directors

The Nomination Committee propose election of Jeppe Øvlesen as new chairperson of the Board of Directors.

14. Election of auditor(s) and any deputy auditors

It is proposed re-election of Frejs Revisorer AB as auditor of the Company. Frejs Revisorer AB has informed that in the event it is re-elected, Mikael Glimstedt will continue in his capacity as auditor in charge.

15. Resolution regarding adoption of principles for the Nomination Committee

The Nomination Committee proposes the following principles for the Nomination Committee, which correspond to the principles adopted at the previous Annual General Meeting except for the record date for determining the largest shareholder or shareholder group.

The Nomination Committee shall be appointed according to the following principles. The Company's largest shareholder, or group of shareholders, as of 30 April 2025, shall have the right to appoint one member of the Nomination Committee. Furthermore, the Nomination Committee shall consist of the chairperson of the Board of Directors, who shall also be the convener. In addition, Björn Dahlöf, Chief Scientific Officer in the Company, shall be a member of the Nomination Committee. The Nomination Committee shall thus consist of three persons.

One of the members, but not the chairperson of the Board of Directors, shall be appointed as chairperson of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee is appointed.

No compensation shall be paid to the members of the Nomination Committee. However, the Nomination Committee shall have the right to charge the Company with reasonable cost for evaluations, investigations, recruitment, and travels in connection with its work for the Nomination Committee.

The Nominations Committee shall present proposals to the Annual General Meeting 2026 for: a) election of chairperson of the general meeting; b) resolution regarding the number of directors and deputy directors; c) resolution regarding fees to the chairperson of the Board of Directors and each of the other directors (including work in the board committee); d) elections of directors and deputy directors; e) election of chairperson of the Board of Directors; f) resolution regarding fee to auditor; g) election of auditor; and h) resolution regarding principles for the Nominations Committee.

If a member of the Nominations Committee resigns prior to completion of the work, and if the Nominations Committee deems that there is a need to replace the member, the Nominations Committee shall appoint a new member; primarily a member nominated by the shareholder which nominated the resigning member, under the condition that the shareholder remains the largest shareholder, or group of shareholders in the Company.

If any shareholder, who is asked by the Nomination Committee to propose a member, refrains from submitting a proposal, the Nomination Committee shall ask the next shareholder in order of size (as of 30 April 2025) who has not previously nominated a member to the Nomination Committee.

Changes in the Nominations Committee's composition shall be communicated by the chairperson of the Nominations Committee to the chairperson of the Company's Board of Directors as soon as possible. The change shall also be disclosed to the public.

Proposed resolutions by the Board of Directors

9.(b) Resolution on allocation of the Company's profit or loss according to the adopted balance sheet

The Board of Directors proposes that the Annual General Meeting resolves that the Company's result is allocated according to the Board of Directors' proposal in the annual report, i.e., available funds are balanced in the new account.

16. Resolution regarding directed issue of warrants to executive

The Board of Directors proposes that the general meeting resolves to issue warrants of series 2025/2028:1 to an executive of the Company, as follows.

The Board of Directors proposes that the general meeting resolves on a directed issue of a maximum of 300,000 warrants of series 2025/2028:1 leading to an increase of the share capital upon full exercise with a maximum of SEK 30,000.

The following conditions shall otherwise apply to the resolution.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to an executive of the Company, according to the following:

Warrants that are not subscribed for may not be subscribed for by anyone else. The right to subscribe for warrants in the issue is conditional on the subscriber has not resigned or been dismissed at the time of subscription.

The reasons for the deviation from the shareholders' preferential rights are to stimulate shareholding in the Company through an incentive program, whereby current executive of the Company can take part in and work for a positive value development of the share in the Company during the period covered by the proposed program, and that the Company shall be able to retain competent and committed employees, which is deemed to be beneficial to the Company and its shareholders.

The warrants of series 2025/2028:1 shall be issued free of charge.

Subscription of the warrants shall be made on a subscription list which shall be kept available to the subscriber. Subscription of the warrants of series 2025/2028:1 shall take place within two weeks from the date of the general meeting. The Board of Directors has the right to extend the subscription period.

A condition for the allotment of warrants of series 2025/2028:1 is that the subscriber, through an agreement with the Company, undertake to sell back subscribed warrants to the Company if the subscriber's involvement in the Company ceases within three years of the allotment. The number of warrants that the participant will be obliged to sell back to the Company will gradually decrease by 8.25 percent at the end of each three-month period, provided that the subscriber is still employed by the Company at the end of each three-month period, and subject to special conditions according to which the subscriber may, under certain circumstances, be obliged to sell back all held warrants to the Company. All warrants, regardless of whether they are vested or note, shall be able to be exercised for subscription of shares by the subscriber in situation where the subscription period for the warrants is brought forward according to the complete terms and conditions of the warrants.

Each warrant of series 2025/2028:1 entitles the holder to subscribe for one new share of series B in the Company during the period from and including 4 September 2028 up to and including 18 September 2025.

The subscription price per share of series B shall amount to SEK 9.00. The subscription price shall never be less than the quota value of the share. The part of the subscription price that exceeds the quota value of the shares shall be transferred to the unrestricted share premium reserve.

The shares added as a result of subscription with the support of warrants entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.

Other terms and conditions for the warrants of series 2025/2028:1 is set out in the complete terms and conditions of the warrants. The terms and conditions contain, among other things, customary conversion principles.

Other information

Dilution

Upon full subscription with the support of all warrants of series 2025/2028:1, the number of shares and votes in the Company will increase by 300,000 (subject to recalculation according to the terms and conditions of the warrants of series 2025/2028:1), which corresponds to a dilution of approximately 0.11 percent of the number of shares and approximately 0.10 percent of the votes in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

Impact on key figures and costs for the Company, etc.

The Company's earnings per share are not affected by the issue of the warrants as the present value of the exercise price of the warrants will exceed the current market value of the share at the time of subscription.

The subscriber will subscribe for the warrants free of charge. However, there will be a benefit for the subscriber corresponding to the market value of the warrants. For tax purposes, the benefit will be considered as salary and the Company has an obligation to pay social security contributions of 31.42 percent on the benefit provided. This means that the subscription cost of the warrants for the subscriber will amount to the tax effect of the benefit.

Optionspartner AB, as an independent valuation institute, has made an indicative valuation of the warrants using the Black & Scholes valuation model. Based on an assumed market value of the underlying share of SEK 8.04 upon allotment of the warrants, a subscription price of SEK 9.00, a term of approximately three (3) years, the market value of the warrants has been calculated to SEK 2.82 per warrant. The right of disposal restrictions has been taken into account in the valuation. The preliminary valuation is based on assumptions. Upon subscription of the warrants, the market value will be determined based on updated assumptions and then known parameters.

Based on the above-mentioned valuation and the assumptions on which it is based, and the assumption that all warrants are subscribed for, the warrant program is estimated to entail a net cost for the Company of approximately SEK 265 813, which relates to social security contributions. Any payroll tax incurred due to the subsidy shall be paid by subscriber. The warrant program will otherwise entail certain limited costs in the form of external consultancy fees and administration regarding the warrant program.

Preparation of the matter

The principles of the option program have been prepared by the Company's Board of Directors. No person who may be covered by the program has thus participated in the formulation of the terms and conditions.

Other share-related incentive programs etc.

The extraordinary general meeting on 28 February 2022, resolved to introduce a long-term employee option program for employees of the Company by issuing a maximum of 3,000,000 so-called qualified employee stock options in accordance with Chapter 11a of the Swedish Income Tax Act to be allocated free of charge. As of the date of the notice, there are 999,999 employee stock options outstanding within the incentive program and, after recalculation in accordance with the terms and conditions of the options, the employee stock options entitle for acquisition of a total of 1,299,996 shares of series B at an exercise price of SEK 0.10, corresponding to the quota value of the shares. Allocated employee stock options are vested during 36 months and can be exercised during the period from the end of the vesting period up to and including the entire tenth year from the allocation date, the last allocation date being 31 December 2022. If the outstanding employee stock options are fully exercised, it will result in a dilution of approximately 0.46 percent of the number of shares and approximately 0.45 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 28 February 2022, resolved to introduce a long-term employee stock option program for directors of the Board of Directors of the Company by issuing a maximum of 1,111,111 so-called qualified employee stock options in accordance with Chapter 11a of the Swedish Income Tax Act to be granted free of charge. As of the date of the notice, there are 222,222 employee stock options outstanding within the incentive program and, after recalculation according to the terms and conditions of the options, the employee stock options entitle for acquisition of a total of 288,888 shares of series B at an exercise price of SEK 0.10, corresponding to the quota value of the shares. Allocated employee stock options are vested during 36 months and can be exercised during the period from the end of the vesting period up to and including the entire tenth year from the allocation date, the last allocation date being 31 December 2022. If the outstanding employee stock options are fully exercised, it will result in a dilution of approximately 0.10 percent of the number of shares and approximately 0.10 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 28 February 2022, resolved to implement a long-term incentive program for key employees in the company who cannot be allocated qualified employee stock options by issuing a maximum of 3,333,333 warrants of series 2022:3. After recalculation in accordance with the terms and conditions of the warrants, the warrants of series 2022:3 entitle for subscription of 4,333,333 shares of series B at a subscription price, before recalculation, of 150 percent of the volume-weighted average price of the share during the fifteen-day period immediately preceding the allocation. Subscription of new shares by virtue of the warrants of series 2022:3 shall take place during a one-year period starting three years from the allotment. If the warrants of series 2022:3 are fully exercised, it will result in a dilution of approximately 1.51 percent of the number of shares and approximately 1.48 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 14 September 2023, resolved to issue 13,000,000 warrants of series 2023/2026:1 to the Company, with a right and obligation to transfer warrants to current and future executives in the Company. A total of 11,550,000 warrants of series 2023/2026:1 have been transferred to executives in the Company, entitling for subscription of 11,550,000 shares of series B at a subscription price of SEK 2.00. The warrants can be exercised to subscribe for shares of series B during the period from and including 16 November 2026 up to and including 30 November 2026. Upon full exercise of all warrants of series 2023/2026:1, it will result in a dilution of approximately 3.94 percent of the number of shares and approximately 3.85 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 14 September 2023, resolved to issue maximum 7,000,000 warrants of series 2023/2026:2 to certain directors of the Company's Board of Directors. A total of 6,500,000 warrants of series 2023/2026:2 was subscribed and allocated, entitling for subscription of 6,500,000 shares of series B at a subscription price of SEK 2.00. The warrants can be exercised to subscribe for shares of series B during the period from and including 16 November 2026 up to and including 30 November 2026. Upon full exercise of all warrants of series 2023/2026:2, it will result in a dilution of approximately 2.26 percent of the number of shares and approximately 2.21 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 7 November 2023, resolved to issue maximum 1,000,000 warrants of series 2023/2026:3 to a director of the Company's Board of Directors. A total of 1,000,000 warrants of series 2023/2026:3 was subscribed and allocated, entitling for subscription of 1,000,000 shares of series B at a subscription price of SEK 8.10. The warrants can be exercised to subscribe for shares of series B during the period from and including 30 November 2026 up to and including 14 December 2026. Upon full exercise of all warrants of series 2023/2026:3, it will result in a dilution of approximately 0.35 percent of the number of shares and approximately 0.35 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The extraordinary general meeting on 7 November 2023, resolved to issue 250,000 warrants of series 2023/2026:4 to the Company, with a right and obligation to transfer warrants to a current executive in the Company. A total of 250,000 warrants of series 2023/2026:4 have been transferred to an executive in the Company, entitling for subscription of 250,000 shares of series B at a subscription price of SEK 8.10. The warrants can be exercised to subscribe for shares of series B during the period from and including 30 November 2026 up to and including 14 December 2026. Upon full exercise of all warrants of series 2023/2026:4, it will result in a dilution of approximately 0.09 percent of the number of shares and approximately 0.09 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The annual general meeting on 16 April 2025, resolved to issue 4,00,0000 warrants of series 2024/2027:1 to executives in the Company, with a right and obligation to transfer warrants to a current executive in the Company. A total of 2,425,000 warrants of series 2024/2027:1 have been transferred to an executive in the Company, entitling for subscription of 2,425,000 shares of series B at a subscription price of SEK 8.33. The warrants can be exercised to subscribe for shares of series B during the period from and including 30 April 2027 up to and including 14 May 2027. Upon full exercise of all warrants of series 2024/2027:1, it will result in a dilution of approximately 0.85 percent of the number of shares and approximately 0.83 percent of the number of votes. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

Voting procedure

A resolution of the general meeting shall be valid only if supported by shareholders holding at least nine-tenths of both the shares voted and the shares represented at the general meeting.

18. Resolution regarding approval of entering an addendum agreement with Corporate Culture ApS (related party transaction)

Pursuant to Chapter 16 a of the Swedish Companies Act, certain transactions between related parties shall be submitted to the general meeting for approval. In this context, the Board of Directors of the Company proposes that the general meeting approves that the Company enters into an addendum agreement (the "Addendum Agreement") to the existing consultancy agreement with Corporate Culture ApS AB ("Corporate Culture"), a company wholly owned by Jeppe Øvlesen.

Explanation of the Addendum Agreement

Subject to the approval of the general meeting, the Board of Directors propose to enter into the Addendum Agreement with Corporate Culture. The Addendum Agreement will regulate that Corporate Culture, through its in-depth consulting work within business development and M&A, shall receive a performance-based remuneration essentially based on an increase in the Company's market capitalization up to a maximum market cap of SEK 15 billion. Upon fulfilment of the performance-based value thresholds, Corporate Culture will be able to receive remuneration in excess of the threshold amount for the provisions of Chapter 16 a of the Swedish Companies Act to apply. A more detailed description of the commercial terms of the Addendum Agreement will be available at the Company's office at Cereno Scientific AB, Förändringens gata 10, SE-431 53 Mölndal, Sweden, and on its website, www.censeroscientific.se, no later than two weeks prior to the general meeting.

The related party transaction

Given that Corporate Culture is a company controlled by Jeppe Øvlesen, who is also a director of the Company, Corporate Culture is deemed to be a related party to the Company pursuant to Chapter 16 a Section 3 of the Swedish Companies Act. Therefore, the transaction/agreement needs, given its maximum consideration, to be submitted to the general meeting for approval pursuant to Chapter 16 a of the Swedish Companies Act.

Corporate Culture's activities mainly consist of operational and strategic advice in connection with business development activities, including but not limited to due diligence processes and presentations and negotiations of commercial agreements with third parties. In addition, advice is offered in connection with the financing of companies, including introductions to relevant investors and investment banks.

The Board of Directors is of the opinion that the commercial terms of the proposed Addendum Agreement are market-based and ultimately in favor of both the Company and its shareholders.

Jeppe Øvlesen has not participated in the Board of Directors' processing and decisions in matters relating to the current Addendum Agreement.

Resolutions in accordance with the above require the support of shareholders representing more than half of the votes. Shares and votes held directly or indirectly by Jeppe Øvlesen shall not be taken into account.

19. Resolution regarding authorization for the Board of Directors to issue shares and/or warrants and/or convertibles

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.

When exercising the authorization, the subscription price and other conditions shall be market-based, taking into account the market-based issue discount where applicable.

The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall amount to a total that can be accommodated within the limits of the Articles of Association for the number of shares in case of full subscription, full conversion, or full exercise of warrants.

The purpose of the authorization and the reason to deviate from the preferential right of the shareholders is that issues shall be possible for financing the Company's business, commercialization and development of the Company's products and/or acquisition of businesses, companies, or parts of companies and/or enable a broadening of the owner base of the Company.

For resolution according to the above, support by shareholders representing at least two-thirds of both the votes cast and the votes represented at the general meeting is required.

19. Resolution regarding adjustment authorization

The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be authorized to make such minor amendments of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.

Proposed resolutions by shareholder

The following proposal is submitted by a shareholder group consisting of, among other, the shareholder Andreas Eljegård (the "Shareholders"), who on the date of the notice holds more than 30 percent of the number of shares and votes, respectively, in the Company.

17. Resolution regarding a directed issue of warrants to a director

The Shareholders proposes that the general meeting resolves to issue warrants of series 2025/2028:2 to a director of the Company, in accordance with the following.

The Shareholders proposes that the general meeting resolves on a directed issue of maximum 1,250,000 warrants of series 2025/2028:2 leading to an increase of the share capital upon full exercise with not more than SEK 125,000.

The following conditions shall otherwise apply to the resolution.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to a director of the Company, according to the following:

Warrants that are not subscribed for may not be subscribed for by anyone else. The right to subscribe for warrants in the issue is conditional on the subscriber holding the position of director of the Company at the time of subscription.

The reasons for the deviation from the shareholders' preferential rights are to stimulate shareholding in the Company through an incentive program, whereby the proposed director can take part in and work for a positive value development of the share in the Company during the period covered by the proposed program, which is deemed to be beneficial to the Company and its shareholders.

The warrants of series 2025/2028:2 shall be issued free of charge.

Subscription of the warrants shall be made on a subscription list which shall be kept available to the subscriber. Subscription of the warrants of series 2025/2028:2 shall take place within two weeks from the date of the general meeting. The Board of Directors has the right to extend the subscription period.

A condition for the allotment of warrants of series 2025/2028:2 is that the subscriber, through an agreement with the Company, undertake to sell back subscribed warrants to the Company if the subscriber's actively leave his engagement in the Company or do not stand for re-election during a period of three years from the allotment. The number of warrants that the participant will be obliged to sell back to the Company will gradually decrease by 8.25 percent at the end of each three-month period, provided that the subscriber still holds his position as director of the Company at the end of each three-month period, and subject to special conditions according to which the subscriber may, under certain circumstances, be obliged to sell back all held warrants to the Company. All warrants, regardless of whether they are vested or note, shall be able to be exercised for subscription of shares by the subscriber in situation where the subscription period for the warrants is brought forward according to the complete terms and conditions of the warrants.

Each warrant of series 2025/2028:2 entitles the holder to subscribe for one new share of series B in the Company during the period from and including 4 September 2028 up to and including 18 September 2028.

The subscription price per share of series B shall amount to SEK 9.00. The subscription price shall never be less than the quota value of the share. The part of the subscription price that exceeds the quota value of the shares shall be transferred to the unrestricted share premium reserve.

The shares added as a result of subscription with the support of warrants entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.

Other terms and conditions for the warrants of series 2025/2028:2 is set out in the complete terms and conditions of the warrants. The terms and conditions contain, among other things, customary conversion principles.

Other information

Dilution

Upon full subscription with the support of all warrants of series 2025/2028:2, the number of shares and votes in the Company will increase by 1,250,000 (subject to recalculation according to the terms and conditions of the warrants of series 2025/2028:2), which corresponds to a dilution of approximately 0.44 percent of the number of shares and approximately 0.43 percent of the votes in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

Impact on key figures and costs for the Company, etc.

The Company's earnings per share are not affected by the issue of the warrants as the present value of the exercise price of the warrants will exceed the current market value of the share at the time of subscription.

The subscriber will subscribe for the warrants free of charge. However, there will be a benefit for the subscriber corresponding to the market value of the warrants. For tax purposes, the benefit will be considered as salary and the Company has an obligation to pay social security contributions of 31.42 percent on the benefit provided. This means that the subscription cost of the warrants for the subscriber will amount to the tax effect of the benefit.

Optionspartner AB, as an independent valuation institute, has made an indicative valuation of the warrants using the Black & Scholes valuation model. Based on an assumed market value of the underlying share of SEK 8.04 upon allotment of the warrants, a subscription price of SEK 9.00, a term of approximately three (3) years, the market value of the warrants has been calculated to SEK 2.82 per warrant. The right of disposal restrictions has been taken into account in the valuation. The preliminary valuation is based on assumptions. Upon subscription of the warrants, the market value will be determined based on updated assumptions and then known parameters.

Based on the above-mentioned valuation and the assumptions on which it is based, and the assumption that all warrants are subscribed for, the warrant program is estimated to entail a net cost for the Company of approximately SEK 1,107,555, which relates to social security contributions. Any payroll tax incurred due to the subsidy shall be paid by subscriber. The warrant program will otherwise entail certain limited costs in the form of external consultancy fees and administration regarding the warrant program.

Preparation of the matter

The principles of the option program have been prepared by the Shareholders, who then instructed the Board of Directors to include this proposal in the notice. No one who may be covered by the program has participated in the formulation of the terms and conditions.

Other share-related incentive programs etc.

Other outstanding share-related incentive programs are presented above under the corresponding heading in the proposal under item 16 on the agenda

Voting procedure

A resolution of the general meeting shall be valid only if supported by shareholders holding at least nine-tenths of both the shares voted and the shares represented at the meeting.

Number of shares and votes

The total number of shares and votes in the Company on the date of this notice is 722,248 shares of series A with ten votes each, and 280,979,594 shares of series B with one vote each, which means that the total number of shares in the Company amounts to 281,701,842 and the total number of votes in the Company amounts to 288,202,074.

Other

The shareholders are reminded of the right to, at the General Meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Accounting documents, auditors' report, and other documents to be considered at the Annual General Meeting will be available at the Company's office at Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden, and on the Company's website, www.cerenoscientific.com, no later than three weeks prior to the Annual General Meeting. The documents are also be forwarded free of charge to the shareholders who request it and provide their address.

Processing of personal data

Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.

Gothenburg in May 2025

Cereno Scientific AB (publ)

The Board of Directors

For further information, please contact:

Tove Bergenholt, Head of IR & Communications

Email:  tove.bergenholt@cerenoscientific.com

Phone: +46 73- 236 62 46

Joakim Söderström, styrelseordförande

E-post: joakim.soderstrom@cerenoscientific.com

The English version of the notice is an uncertified translation of the Swedish version and in the event of any inconsistency between the English notice and the Swedish notice, the Swedish version shall prevail. 

About Cereno Scientific AB

Cereno Scientific is pioneering treatments to enhance and extend life. Our innovative pipeline offers disease-modifying drug candidates to empower people suffering from rare cardiovascular and pulmonary diseases to live life to the full.

Lead candidate CS1 is an HDACi that works through epigenetic modulation, being developed as an effective and disease modifying treatment with a favorable safety and tolerability profile for rare disease Pulmonary Arterial Hypertension (PAH). A Phase IIa trial evaluating CS1's safety, tolerability, and exploratory efficacy in patients with PAH demonstrated that CS1 has a favorable safety profile, is well-tolerated and showed a positive impact on exploratory clinical efficacy parameters. An Expanded Access Program enables patients that have completed the Phase IIa trial to gain access to CS1. CS014, in Phase I development, is a new chemical entity with disease-modifying potential. CS014 is a HDAC inhibitor with a multimodal mechanism of action as an epigenetic modulator having the potential to address the underlying pathophysiology of rare cardiovascular and pulmonary diseases with high unmet needs such as idiopathic pulmonary fibrosis (IPF). Cereno Scientific is also pursuing a preclinical program with CS585, an oral, highly potent and selective prostacyclin (IP) receptor agonist that has demonstrated the potential to significantly improve disease mechanisms relevant to cardiovascular diseases. While CS585 has not yet been assigned a specific indication for clinical development, preclinical data indicates that it could potentially be used in indications like Thrombosis prevention without increased risk of bleeding and Pulmonary Hypertension.

The Company is headquartered in GoCo Health Innovation City, in Gothenburg, Sweden, and has a US subsidiary; Cereno Scientific Inc. based in Kendall Square, Boston, Massachusetts, US. Cereno Scientific is listed on the Nasdaq First North (CRNO B). The Certified Adviser is Carnegie Investment Bank AB, certifiedadviser@carnegie.se. More information can be found on www.cerenoscientific.com.