NOTICE OF EXTRAORDINARY GENERAL MEETING IN IMMUNOVIA AB (PUBL)
NOTICE OF EXTRAORDINARY GENERAL MEETING IN IMMUNOVIA AB (PUBL)
The shareholders in Immunovia AB (publ), Reg. No. 556730-4299, are hereby invited to the Extraordinary General Meeting ("EGM") to be held at The Spark, Scheeletorget 1, Medicon Village, in Lund on Thursday 29 October 2026 at 1 p.m. CET.
Right to participate and notice of participation
A shareholder who wishes to participate in the EGM must:
- be registered in the share register kept by Euroclear Sweden AB no later than Wednesday 21 October 2026; and
- notify its intention to participate in the EGM no later than Friday 23 October 2026, either by post to "Bolagsstämma", Immunovia AB, Box 19563, SE-104 32 Stockholm, Sweden or via email to bolagsstamma@immunovia.com. The notice shall contain name and personal identity number or corporate registration number, address, telephone number, registered shareholding and number of attending assistants, if any (not more than 2).
Trustee-registered shares
Shareholders who have had their shares registered in the name of a trustee must, in order to be entitled to participate in the EGM, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called voting rights registration). The trustee must have completed the voting rights registration no later than as of Friday 23 October 2026, which means that shareholders who wish such voting rights registration must inform the trustee of this well in advance of the said date.
Proxies etc.
Shareholders intending to participate by proxy must issue a written, signed, and dated power of attorney. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder's notification to participate in the EGM. A template power of attorney is available at the company's website (www.immunovia.com) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
- Opening of the meeting.
- Election of a chairman for the meeting.
- Preparation and approval of voting list.
- Election of one (1) or two (2) persons to approve the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of the agenda.
- Resolution on amendment of the Articles of Association.
- Resolution on approval of the board's resolution on a rights issue of units.
- Resolution on authorization to the board to issue shares and warrants to guarantors.
- Closing of the meeting.
Proposed resolutions
§ 1 Election of a chairman for the meeting
The board proposes that Ola Grahn should be elected as chairman for the meeting.
§ 6 Resolution on amendment of the Articles of Association
In order to enable the rights issue of units consisting of shares and warrants that is proposed to be approved in accordance with item 7 on the agenda for the EGM (the "Rights Issue"), the board proposes that the EGM resolves to amend the company's Articles of Association by adopting new limits for the share capital and the number of shares, respectively. In this regard, the board has prepared three proposals for amendments to the Articles of Association, Alternative A, Alternative B and Alternative C. Only one Articles of Association are intended to be registered with the Swedish Companies Registration Office. Which Articles of Association may be registered depends on the final transaction structure and how many shares and warrants are issued and subscribed for and paid for in the Rights Issue.
It is proposed that the board be authorized to register the company's new Articles of Association in accordance with one of Alternative A, Alternative B and Alternative C, based on what the board, after considering the final terms and the outcome of the Rights Issue, deems most appropriate. It is therefore proposed that the EGM resolves on all alternatives, but only one of the alternatives may ultimately be registered with the Swedish Companies Registration Office. The board may also find it most appropriate not to register any Articles of Association at all.
Amendments to the Articles of Association in accordance with Alternative A
§4 Share capital
Current wording
The share capital shall be not less than SEK 9,000,000 and not more than SEK 36,000,000.
Proposed wording
The share capital shall be not less than SEK 24,000,000 and not more than SEK 96,000,000.
§5 Number of shares
Current wording
The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.
Proposed wording
The number of shares shall be not less than 800,000,000 and not more than 3,200,000,000.
Amendments to the Articles of Association in accordance with Alternative B
§4 Share capital
Current wording
The share capital shall be not less than SEK 9,000,000 and not more than SEK 36,000,000.
Proposed wording
The share capital shall be not less than SEK 30,000,000 and not more than SEK 120,000,000.
§5 Number of shares
Current wording
The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.
Proposed wording
The number of shares shall be not less than 1,000,000,000 and not more than 4,000,000,000.
Amendments to the Articles of Association in accordance with Alternative C
§4 Share capital
Current wording
The share capital shall be not less than SEK 9,000,000 and not more than SEK 36,000,000.
Proposed wording
The share capital shall be not less than SEK 36,000,000 and not more than SEK 144,000,000.
§5 Number of shares
Current wording
The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.
Proposed wording
The number of shares shall be not less than 1,200,000,000 and not more than 4,800,000,000.
The EGM's resolution in accordance with the board's proposal under Alternatives A-C above shall be made as a joint resolution.
The resolution on amendment of the Articles of Association presupposes and is conditional upon that the EGM resolves to approve the Rights Issue in accordance with the board's proposal under item 7 on the agenda for the EGM.
§ 7 Resolution on approval of the board's resolution on a rights issue of units
The board of directors proposes that the EGM resolves to approve the board of directors’ decision of 28 September 2026 on a rights issue of units, whereby each unit consists of two (2) shares and one (1) warrant series TO 4 (“TO 4”) and on the following terms and conditions in general:
1. The board of directors, or a person appointed by the board of directors, shall be authorized to, no later than five weekdays prior to the record date, determine the maximum amount by which the company’s share capital shall be increased, the maximum number of new shares and TO 4, and consequently the number of units, that shall be issued, the number of existing shares that shall entitle to subscription of a certain number of units and the amount that shall be paid for each unit in the Rights Issue.
2. The board of directors’ determination of the terms and conditions of the Rights Issue pursuant to the authorization in item 1 may not result in the company’s share capital and number of shares, after the completion of the Rights Issue, exceeding the limits of the company’s maximum permitted share capital and number of shares according to the Articles of Association (based on the current Articles of Association or one of the Articles of Association proposed to the meeting and set out in item 6 in the notice). As a result of the exercise of the TO 4, the company’s share capital may be increased by not more than the amount corresponding to the number of TO 4 that shall be issued in accordance with item 1, multiplied by the share’s quota value.
3. The amount that exceeds the share’s quota value shall be transferred to the unrestricted share premium reserve.
4. The warrants shall be issued free of charge.
5. Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted unit rights in relation to their shareholding as of the record date.
6. The record date for receipt of unit rights and the right to participate in the issue with preferential rights shall be 5 November 2026.
7. If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the framework of the maximum amount of the issue:
- firstly, to those who have subscribed for units with the support of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without the support of unit rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each of those who have applied for subscription of units without exercise of unit rights have exercised for subscription of units;
- secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and
- thirdly, to those who have provided underwriting commitments regarding subscription of units, in proportion to such underwriting commitments.
To the extent allotment in any stage in accordance with the above cannot be made pro rata, allotment shall be made by the drawing of lots.
8. Subscription of units by exercise of unit rights shall be made through cash payment during the time period from and including 9 November 2026 up to and including 23 November 2026. Subscription of units through payment means that the subscriber authorizes an issuing agent engaged by the company to execute subscription on a subscription list regarding the number of free of charge warrants that the subscribed units consist of.
Subscription of units without exercise of unit rights shall be made on a separate subscription list during the same time period as subscription by exercise of unit rights shall be made. Payment for units subscribed for without exercise of unit rights is to be made no later than the third banking day after notice on the allotment has been sent to the subscriber through promissory note, or, in the case of units subscribed for by guarantors in accordance with an guarantee commitment, no later than the fifth banking day after notice on the allotment has been sent to the subscriber through a promissory note. The board of directors shall not, however, be prevented from granting set-off pursuant to Chap. 13. Sec. 41 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). Subscription can be made by exercise of unit rights on a subscription list for subscribers who wish to receive such set-off.
The board of directors shall have the right to prolong the time period for subscription and payment.
9. In the event that a subscriber subscribes for units that entail that the subscriber's total shareholding exceeds a limit that entails a notification obligation in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), allotment shall initially only be made at a level whereby the subscriber is below the said limit, and allotment of an excess part of the subscription shall be conditional upon i) the subscriber fulfilling its notification obligation; and (ii) the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) makes a decision on the basis of the subscriber's notification to the effect that allotment may take place. Payment for such units shall then be made no later than the third banking day after the conditions for subscription have been fulfilled.
10. Subscription can only be made in units and thus not by shares or warrants individually. Allotment may only be made in units. However, after the completion of the Rights Issue, the shares and warrants will be separated.
11. The shares issued in connection with the Rights Issue convey right to dividends as from the first record date for dividends occurring after the issue resolution.
12. For TO 4 and the exercise of the subscription right, the following terms and conditions inter alia applies:
(a) that one (1) TO 4 entitles the right to subscribe for one (1) new share in the company against cash consideration amounting to 110 per cent of the subscription price per share, however not less than the quotient value of the shares. The subscription price shall be rounded off to the nearest whole öre (SEK 0.01). Any amount exceeding the quotient value of the shares shall be added to the free share premium reserve;
(b) The subscription price and the number of shares that each TO 4 entitles right to subscribe for may be subject to customary recalculation formulas upon split or consolidation of shares, rights issue or similar;
(c) The warrants may be exercised during the period from and including 19 April 2027 up to and including 3 May 2027;
(d) A share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company’s share ledger.
13. The resolution of the Rights Issue is subject to and conditional upon the EGM resolving to amend the Articles of Association in accordance with the board’s proposal in item 6 on the agenda for the EGM.
§ 8 Resolution on authorization of the board to issue shares and warrants to guarantors
In order to enable the issuance of units consisting of shares and warrants as compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the Rights Issue, the board proposes that the EGM resolves to authorize the board, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders’ preferential rights and with or without provisions regarding set-off or other conditions, to resolve on issue of shares and warrants to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the issue shall be the same as in the Rights Issue, meaning that each unit shall consist of two (2) shares and one (1) warrant series TO 4. The subscription price per unit shall be the same as in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to be able to carry out an issue of shares and warrants as compensation to the Guarantors. The number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed fee that the company has to pay to the Guarantors pursuant to the guarantee commitments.
The resolution to authorize the board to issue shares and warrants to Guarantors presupposes and is conditional upon the EGM resolving to approve the board’s resolution of the Rights Issue in accordance with the board’s proposal in item 7 on the agenda for the EGM.
Particular majority requirements
For valid resolutions on the proposals pursuant to items 6 and 8, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the EGM.
Information at the EGM
Shareholders that are present at the meeting have the right to request information at the meeting pursuant to Chapter 7, Section 32 Paragraph 1 of the Swedish Companies Act (2005:551).
Documents
Complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act (Sw. aktiebolagslagen) will be kept available at the company and posted on the company's website (www.immunovia.com) no later than three weeks prior to the EGM. The documents will be sent upon request to shareholders providing their address to the company and will also be available at the EGM.
Number of shares and votes
As per the date of this notice, there are a total of 672,666,892 shares in the company, each share representing one vote. The company does not hold any of its own shares.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear's webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Lund in September 2026
Immunovia AB (publ)
The Board of Directors