Right to participate and notice of participation

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 Monday June 2, 2025; and
• have given a notice of their intent to participate to the Company no later than on Wednesday June 4, 2025 by post to Advokatfirman Hammarskiöld & Co, Att: Aksel Ahlqvist, Skeppsbron 42, P.O. Box 2278, SE-103 17 Stockholm, or by e-mail to niels.laursen@biosergen.net. The notification should specify the shareholder's complete name, personal identity number or company registration number, the number of shares held by the shareholder, address and telephone number during work hours.

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 Wednesday June 4, 2025. 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
   1. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
   2. allocation of the Company's result according to the adopted balance sheet; and
   3. 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 (A) an amendment of the Articles of Association; and (B) a reverse share split.
15. Resolution on a warrant program for new board members.
16. Resolution on a warrant program for the CEO.
17. Resolution on principles for establishing the Nomination Committee and its work
18. Closing of the meeting.
     

Proposed resolutions

Item 2: Proposal on the election of chairman of the meeting

Major shareholders, the Baltic Sea Foundation and Ribbskottet, which represent approximately 42.05 and 15.54 per cent of the shares and votes in the Company respectively (the "Major Shareholders"), propose that lawyer Magnus Bohman 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 Major Shareholders propose that remuneration to the board of directors shall be paid with SEK 400,000 to the chairman of the board, SEK 300,000 to the deputy chairman of the board, and with SEK 200,000 to each of the other board members who are not employed by the company.

The proposed fees are unchanged from previous year.

The Major Shareholders further propose 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 Major Shareholders propose re-election of Anna Ljung (chair), Marianne Kock (vice chair), Mattias Klintemar and Robert Molander and election of Marco Taglietti as new Board member for the period until the end of the next Annual General Meeting. The Major Shareholders propose election of Anna Ljung as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.

Dr. Taglietti previously served as President and CEO of SCYNEXIS, Inc. (Nasdaq: SCYX) from 2015 to 2022, where he led the company's lead antifungal compound, ibrexafungerp, from Phase 1 trials through FDA approval and U.S. commercial launch.  He also oversaw the successful global out-licensing of the compound. Currently, Dr. Taglietti is Chief Executive Officer of NanoNewron, a private biotechnology company developing novel therapies for neurodegenerative diseases. Dr. Taglietti currently serves on the boards of US-listed Aquestive Therapeutics and privately held Aurobac Therapeutics, a company developing novel treatments for drug-resistant bacterial infections.

Earlier in his career, Dr. Taglietti held senior executive roles at Forest Laboratories, Stiefel Laboratories, and Schering-Plough Research Institute. He has overseen the development and market introduction of more than 30 pharmaceutical products across multiple therapeutic areas, including several anti-infective therapies, among them antifungals. Dr. Taglietti holds a medical degree and board certification in Infectious Diseases from the University of Pavia, Italy.

The Major Shareholders have 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 Major Shareholders have evaluated several candidates with different backgrounds and have, in the evaluation process, had a particular focus on diversity and creating gender balance over time.

The Major Shareholders propose, in accordance with the board's recommendation, re-election of Öhrlings PricewaterhouseCoopers AB with the certified auditor Johan Engstam as responsible auditor for a period until the end of the next Annual General Meeting.

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: Resolution on (A) an amendment of the Articles of Association; and (B) a reverse share split

The board of directors proposes that the annual general meeting resolves on a consolidation of the Company's shares (a so-called reverse share split) whereby one hundred (100) existing shares are consolidated into one (1) share in accordance with Item B below. The purpose of the reverse share split is to achieve an appropriate number of shares for the Company. In order to enable the reverse share split, the board of directors further proposes that the annual general meeting resolves to amend the Company's Articles of Association in accordance with Item A below.

A. Amendment of the Articles of Association

In order to enable the reverse share split proposed under Item B below, the board of directors proposes that the annual general meeting resolves to amend the Company's Articles of Association, by adopting new limits for the number of shares as follows.

§ 4 Aktiekapital och antal aktier / Share capital and number of shares

Current wording

Aktiekapitalet utgör lägst 3 125 000 kronor och högst 12 500 000 kronor. Antalet aktier ska vara lägst 125 000 000 stycken och högst 500 000 000 stycken.

The share capital shall be not less than SEK 3,125,000 and not more than SEK 12,500,000. The number of shares shall be not less than 125,000,000 and not more than 500,000,000.

Proposed wording

Aktiekapitalet utgör lägst 3 125 000 kronor och högst 12 500 000 kronor. Antalet aktier ska vara lägst 1 250 000 stycken och högst 5 000 000 stycken.

The share capital shall be not less than SEK 3,125,000 and not more than SEK 12,500,000. The number of shares shall be not less than 1,250,000 and not more than 5,000,000.

B. Reverse share split

The board of directors proposes that the meeting resolves to carry out a reverse share split, in the ratio 1:100, resulting in one hundred (100) shares being consolidated into one (1) share.

The reason for the reverse share split is that the Company wants to achieve a number of shares that is appropriate for the Company.

The implementation of the reverse share split is conditional upon that one of the Company's largest shareholders, the Baltic Sea Foundation, free of charge, transfers shares to such shareholders whose holdings of shares is not evenly divisible by one hundred (100). The number of transferred shares will be determined as the number that is required to ensure that all shareholders hold a number of shares evenly divisible by one hundred (100) on the record date for the reverse share split. The Baltic Sea Foundation has further agreed to adjust its own shareholding downwards, if necessary, to the nearest number evenly divisible by one hundred (100) following such allocations.

After completion of the reverse share split, the number of shares in the company will decrease from 234,823,212 to 2,348,232. The proposed reverse share split also means that the quota value of the shares increases from SEK 0,025 to SEK 2.50.

The board of directors shall be authorized to determine the record date for the reverse share split, which may not, however, be earlier than the date on which the resolution on the reverse share split has been registered with the Swedish Companies Registration Office. Further information on the procedure for the reverse share split will be published in connection with the board of directors' decision regarding the record date.

The proposals in Items A and B above constitute one single proposal and shall be taken as one resolution.

Item 15: Resolution on a warrant program for new board members

The Major Shareholders propose that the annual general meeting resolves on the issue of a warrant program 2025/2032 which will include a new board member elected by the annual general meeting as described below. The reason for the warrant program is to offer such new board member the same opportunity as existing board members to take part in the positive development of the Company, which can be expected to lead to an increased long-term commitment to the Company's operations and performance. Overall, it is the Major Shareholder's assessment that the introduction of the warrant program is beneficial to both the Company and its shareholders.

Main terms and conditions

The Major Shareholders have thus proposed that the annual general meeting resolves on the issue of warrants as follows: 

1. The warrant program shall comprise a maximum of 350,000 warrants entitling to subscription of one (1) share per warrant at a subscription price of SEK 0.45 per share (subject to recalculation following the reverse share split proposed in item 14 above), entailing a dilution of approximately 0.15 per cent of the total number of shares and votes in the Company.
2. A new board member within the Company elected by the annual general meeting (who is not also employed by or otherwise engaged by Östersjöstiftelsen) shall be offered the right to acquire up to 350,000 warrants.
3. The participant shall be entitled to acquire the warrants either free of charge or at their market value at the time of the acquisition, as decided by the Company taking into account relevant tax considerations for the individual participants. If applicable, such market value shall be calculated using the Black & Scholes valuation model with commonly accepted assumptions.
4. The warrants granted will be earned over three years in accordance with the terms and conditions set out in the individual warrant agreements. Vested warrants may be exercised after the three-year vesting period has lapsed and before 31 December 2032.
5. In connection with the subscription of the warrants, the Company shall enter into individual warrant holder agreements with the participant. Such agreements shall include standard provisions on so-called good leaver and bad leaver situations, by which the Company shall among other things reserve the right to repurchase non-vested warrants if the participant's assignment in the Company ends under certain circumstances.

Other incentive programs

There are currently two sets of warrant programs in the Company. The first set consists of two outstanding warrant programs consisting of 1,219,423 and 669,144 warrants, respectively. These warrant programs were resolved on 16 April 2021 on an extraordinary general meeting. Within the scope of these warrant programs the Company's share capital may be increased by a maximum of SEK 30,485.575 and a maximum of SEK 16,728.60, respectively. Full utilisation of the warrants within the scope of the warrant programs results in a dilutive effect of 3,59 per cent for existing shareholders of the Company. For each warrant, the holder has the right to subscribe for one (1) new share in exchange for cash payment at a subscription price of SEK 1.06 and 10.00, respectively. Subscription of shares with the support of warrants may take place as of the 16 April 2021 and no later than 31 December 2031. The warrant programs are intended for key persons, both employees and consultants within the Company. These warrant programs include six persons.

The second set consists of two outstanding warrant programs consisting of 4,263,366 and 1,421,122 warrants, respectively. These warrant programs were resolved on 14 June 2024 by the annual general meeting. Within the scope of these warrant programs the Company's share capital may be increased by a maximum of SEK 106,584.15 and a maximum of SEK 35,528.05, respectively. Full utilisation of the warrants within the scope of the warrant programs results in a dilutive effect of 3,9 per cent for existing shareholders of the Company. For each warrant, the holder has the right to subscribe for one (1) new share in exchange for cash payment at a subscription price of SEK 0.45. Subscription of shares with the support of warrants may take place as from 14 June 2027 and no later than 31 December 2031. The first warrant program is intended for key persons, both employees and consultants within the Company, and the second warrant program is intended for certain board members of the Company. These warrant programs include five persons.

Cost and preparation of the proposal

The warrant program will involve certain limited costs related to fees for external advisors working with the preparation and the Company's administration of the warrant program. However, the warrants will, depending on applicable tax considerations, be acquired by the participant either free of charge or at their market value, as decided by the Company in such way that the warrants shall not, other than in exceptional cases, entail any salary costs, social security contributions or other costs for the Company. For this reason, there is no need to take any measures to hedge the warrant program.

The proposal has been prepared by the Major Shareholders in consultation with external advisors.

Issue of warrants

In order to facilitate the implementation of the proposed warrant program to new board members, the warrants are proposed to first be issued to the Company, or a subsidiary determined by the Company, free of charge. The warrants shall then be transferred by the Company, or its subsidiary as the case may be, to the participant in the warrant program in accordance with the terms and conditions set out in this proposal.

The Major Shareholders have therefore proposed that the annual general meeting resolves on the issue of a maximum of 350,000 warrants, as a result of which the Company's share capital may be increased by a maximum of SEK 8,750 and a dilution of approximately 0.15 per cent of the total amount of shares and votes in the Company. For the resolution the following terms shall apply.

1. The right to subscription for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the Company or a subsidiary determined by the Company, in order to facilitate the implementation of the warrant program for the new board member. The Company, or as the case may be its subsidiary, shall then offer the new board member to acquire the warrants on the terms and conditions set out in this proposal.
2. The deviation from the shareholders' preferential rights is made with the purpose to offer new board members an opportunity to take part in the positive development of the Company, which can be expected to lead to an increased long-term commitment to the Company's operations and performance.
3. The warrants shall be issued free of charge, in order to facilitate the implementation of the warrant program for the board members.
4. Subscription must be made on the subscription list no later than four (4) weeks after the annual general meeting.
5. The board of directors shall have the right to decide on an extension of the subscription period.
6. Each warrant shall entail a right to subscribe for one (1) new share in the Company to a subscription price of SEK 0.45 (subject to recalculation following the reverse share split proposed in item 14 above). The part of the subscription price which exceeds the shares quota value shall be carried forward to the share premium reserve.
7. Subscription of new shares with the support of warrants may take place in accordance with the terms and conditions of the warrants during a period as of 11 June 2028 and no later than 31 December 2032.
8. The boards of directors, or the person appointed by the board of directors, shall have the right to decide on any minor changes that may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
9. Other terms and conditions according to Appendix 1.

Item 16: Proposal on the resolution on a warrant program for the CEO

The Major Shareholders propose that the annual general meeting resolves on the issue of a warrant program 2025/2032 which will include the CEO. Following the expiry of 2024, it is the Major Shareholders' assessment that offering additional warrants to the CEO ensures that the CEO is offered a competitive remuneration package from the Company. The reason for the warrant program is thus to allow the CEO to further take part in the positive development of the Company through ownership. Such ownership is deemed to increase the possibility of attracting and retaining people with the desired knowledge and experience. Overall, it is the Major Shareholders' assessment that the introduction of this additional warrant program is beneficial to both the Company and its shareholders.

Main terms and conditions

The Major Shareholders has thus proposed that the annual general meeting resolves on the issue of warrants as follows: 

1. The warrant program shall comprise a maximum of 1,390,665 warrants entitling to subscription of one (1) share per warrant at a subscription price of SEK 0.45 per share (subject to recalculation following the reverse share split proposed in item 14 above), entailing a dilution of approximately 0.59 per cent of the total number of shares and votes in the Company.
2. The warrants shall be allotted free of charge in order for the Company to be able to offer its employees and other key persons in the Company to take part in a positive development of the Company through ownership on terms that the Company deems competitive. Such ownership is deemed to increase the possibility of attracting and retaining people with the desired knowledge and experience.
3. The warrants shall be offered for subscription by the CEO.
4. The warrants granted will be earned over three years in accordance with the terms and conditions set out in the individual warrant agreements. Vested warrants may be exercised after the three year vesting period has lapsed and before 31 December 2032.
5. In connection with the subscription of the warrants, the Company shall enter into an individual warrant holder agreement with the participant. Such agreement shall include standard provisions on so-called good leaver and bad leaver situations, by which the Company shall among other things reserve the right to repurchase non-vested warrants if the participant's employment or assignment in the Company ends under certain circumstances.

Other incentive programmes

For information on other incentive programs in the Company, please see above Item 15 - Proposal on a warrant program for new board members.

Cost and preparation of the proposal

The warrant program will involve certain limited costs related to fees for external advisors working with the preparation and the Company's administration of the warrant program. However, the warrants issued to the CEO, who is resident and active in Denmark, will not entail that any salary costs or social security contributions for the Company will accrue. For this reason, there is no need to take any measures to hedge the warrant programme.

The proposal has been prepared by the Major Shareholders in consultation with external advisors.

Issue of warrants

The Major Shareholders have proposed that the annual general meeting resolves on the issue of a maximum of 1,390,665 warrants, as a result of which the Company's share capital may be increased by a maximum of SEK 34,766.625 and a dilution of circa 0.59 per cent of the total amount of shares and votes in the Company. For the resolution the following terms shall apply:

1. The right to subscription for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the CEO.
2. The deviation from the shareholders' preferential rights is made with the purpose of allowing the CEO of the Company to take part in a positive development of the Company through ownership. Such ownership is deemed to increase the possibility of attracting and retaining people with the desired knowledge and experience.
3. The warrants shall be issued free of charge, in order to facilitate the implementation of the warrant program for the CEO on terms that are deemed as competitive by the Company.
4. Subscription must be made on the subscription list no later than four (4) weeks after the annual general meeting.
5. The board of directors shall have the right to decide on an extension of the subscription period.
6. Each warrant shall entail a right to subscribe for one (1) new share in the Company to a subscription price of SEK 0.45 (subject to recalculation following the reverse share split proposed in item 14 above). The part of the subscription price which exceeds the shares quota value shall be carried forward to the share premium reserve.
7. Subscription of new shares with the support of warrants may take place in accordance with the terms and conditions of the warrants during a period as from 11 June 2028 and no later than 31 December 2032.
8. The boards of directors, or the person appointed by the board of directors, shall have the right to decide on any minor changes that may be required in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
9. Other terms and conditions according to Appendix 2.

Item 17: Proposal on principles for establishing the Nomination Committee and its work

The Major Shareholders propose 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 2025, 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:

a)          Proposal for Chairperson of the Meeting

b)          Proposal for the Board of Directors and any potential committees

c)                      Proposal for Chairperson of the Board of Directors, any potential Vice Chairperson, and the Chairpersons of any potential committees

d)                      Proposal for fees to the Board of Directors, with distribution between the Chairperson and other member of the Board of Directors

e)           Proposal for the Company's Auditors

f)           Proposal for fee to the Company's Auditors

g)                      Proposal for principles for establishing the Nomination Committee for the following Annual General Meeting.

Special majority requirements

For valid resolutions in accordance with item 13 and 14 above, the proposals must be supported by at least two thirds (2/3) of the shares represented and votes cast at the annual general meeting.

For valid resolutions on the proposals pursuant to items 15 and 16 above, the proposals must be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the 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 2, 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 234,823,212. 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 2025

Biosergen AB (publ)
The Board of Directors