Communiqué from the Extraordinary General Meeting of Byhmgard AB (publ)
An Extraordinary General Meeting of Byhmgard AB (publ) (the “Company”) was held today, 13 August 2026. The Extraordinary General Meeting resolved as follows.
Resolution on (a) reduction of the share capital without cancellation of shares, (b) rights issue of Units consisting of shares and warrants, and (c) increase of the share capital through a bonus issue without issuance of new shares.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, to reduce the share capital by SEK 45,384,055.90. The reduction will be carried out without cancellation of shares and for allocation to unrestricted equity. The reduction is carried out in order to reduce the quota value of the shares and thereby maintain flexibility in relation to the rights issue of Units resolved upon pursuant to item 6(b) below. Following the reduction, the Company’s share capital will amount to SEK 181,536,223.60, divided among 907,681,118 shares (prior to the issue pursuant to item 6(b)), each with a quota value of SEK 0.20.
The Extraordinary General Meeting further resolved, in accordance with the Board of Directors’ proposal, on an issue of shares and warrants of series 26-27 through a rights issue of up to 181,536,223 Units, entailing an increase in the share capital of up to SEK 36,307,244.60, including the adoption of the complete terms and conditions for the warrants. Each Unit consists of one (1) newly issued share and one (1) warrant of series 26-27. Each warrant of series 26-27 entitles the holder to subscribe for one (1) new share in the Company. Existing shareholders are entitled to subscribe for the new Units with preferential rights in proportion to the number of shares held. For each one (1) share held on the record date, the shareholder will receive one (1) Unit subscription right. Five (5) Unit subscription rights entitle the holder to subscribe for one (1) Unit. The record date for participation in the rights issue with preferential rights is 20 August 2026. The subscription price is SEK 0.20 per Unit, of which the entire amount relates to the share. The warrants are issued free of charge. Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.21 per share during the period from and including 1 March 2027 up to and including 15 March 2027. Upon full subscription in the Unit issue and full exercise of the warrants, the Company’s share capital will increase by approximately SEK 74,127,291.08, (of which SEK 36,307,244.60 relates to the shares forming part of the Units and approximately SEK 37,820,046.48 relates to the warrants). The number of shares in the Company will increase by 363,072,446 shares (of which 181,536,223 shares relate to the shares forming part of the Units and 181,536,223 shares will be issued upon full exercise of the warrants).
Furthermore, the Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, to increase the share capital by SEK 9,076,811.30 through a bonus issue without issuance of new shares, by transferring funds from unrestricted equity. The bonus issue will be carried out in conjunction with the Unit issue pursuant to item 6(b), in order to enable the reduction of the share capital pursuant to item 6(a) to be implemented without approval from the Swedish Companies Registration Office (Bolagsverket) or a court of general jurisdiction, as the measures taken together mean that neither the Company’s restricted equity nor its share capital will decrease.
The resolutions pursuant to items 6(a)–(c) were adopted as one joint resolution in accordance with the notice of the Extraordinary General Meeting and required, for validity, the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Meeting. The required majority was achieved for all resolutions under item 6.
Stockholm, 13 August 2026