Bulletin from the Saniona AB extraordinary shareholders’ meeting on November 2, 2026
Bulletin from the Saniona AB extraordinary shareholders’ meeting on November 2, 2026
Today, on 2 November 2026, the extraordinary shareholders’ meeting was held in Saniona AB. A summary of the adopted resolutions follows below.
Resolution on authorization for the board of directors regarding issues
The board of directors had submitted two alternative proposals regarding an authorization for the board of directors to resolve on issues (alternatives 6A and 6B in the notice). The meeting resolved in accordance with alternative 6B in the proposal from the board of directors to authorize the board of directors, within the limits of the company’s Articles of Association, at one or several occasions, during the time up until the next annual shareholders’ meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, warrants and/or convertibles. An issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall not exceed 13,803,013, which corresponds to approximately 10 per cent of the current number of shares in the company. In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue should be made on market terms.
The purpose of the authorization is to ensure that the board of directors is vested with the financial flexibility required to support the company’s business model and long-term value creation strategy. Saniona is a biotechnology company and, given the nature of its operations, is expected to incur losses in the majority of financial years while its internally developed programmes are progressed through clinical development. In some financial years, the company may realise a profit as a result of upfront payments, milestone payments or other consideration received pursuant to partnership, collaboration or licensing arrangements. Such periods of profitability do not, however, alter the fundamental characteristics of the company’s business model, which is based on continued investment in the development of its pipeline with a view to creating long-term value for the company’s shareholders. In light of the foregoing, it is considered appropriate that the board of directors is granted sufficient flexibility to act swiftly and efficiently should opportunities arise to strengthen the company’s capital base. An authorization in accordance with the above is therefore considered normal and market standard for a biotech company in order to enable the company to raise capital, if and when required, from institutional investors on the most favourable pricing and terms obtainable at the relevant time.
Resolution on employee option program and directed issue of warrants and approval of transfer of warrants
The board of directors resolved, at the meeting, to withdraw the proposal on employee option program and directed issue of warrants and approval of transfer of warrants since the board of directors had been informed that larger shareholders intended to vote against the proposal, which would result in the required majority requirement not being achieved. As a consequence, the board of directors intends to seek additional input from major shareholders with the aim of presenting a new proposal for resolution at a subsequent general meeting.
Malmö on 2 November 2026
Saniona AB (publ)