Notice Of Annual General Meeting in Biovica International AB 2026

August 14, 2026 |

75 min read

UPPSALA, SE / ACCESS Newswire / August 14, 2026 / Biovica International (STO:BIOVIC-B)(STO:BIOVIC.B)(FRA:9II) - The shareholders of Biovica International AB, reg. no. 556774-6150 (the "Company"), are hereby invited to the annual general meeting to be held on Wednesday 16 September 2026, at 15.00 CEST at Conference Hubben, Dag Hammarskjölds Väg 38 in Uppsala.

Right to attend the general meeting
Shareholders wishing to attend the annual general meeting must:

i. on the record date, which is on Tuesday 8 September 2026, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than on Thursday 10 September 2026. The notification shall be in writing to Baker McKenzie Advokatbyrå, Attn: Carl Isaksson, Box 180, 101 23 Stockholm or via e-mail to carl.isaksson@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 8 September 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 10 September 2026 will be considered in preparations of the share register.

Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Thursday 10 September 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.

A proxy form will be available on the Company's website, www.biovica.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Draft agenda

Opening of the meeting.
Election of chair of the meeting.
Preparation and approval of the voting list.
Election of one or more persons to certify the minutes.
Examination of whether the meeting has been properly convened.
Approval of the agenda.
Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report.
Resolution regarding:
1. adoption of income statement and balance sheet and the group income statement and the group balance sheet;
2. the profit or loss of the Company in accordance with the adopted balance sheet and group balance sheet; and
3. discharge from liability of the board of directors and the managing director.
Determination of the number of directors and auditors.
Determination of fees to the board of directors and to the auditors.
Election of the board of directors and auditors.
Resolution regarding adoption of principles for the nomination committee.
Resolution regarding authorization for the board of directors to issue shares, convertibles and/or warrants.
Resolution regarding implementation of a performance share program 2026/2029:1 for the Company's board of directors
1. Resolution to implement Performance Share Program 2026/2029:1.
2. Resolution regarding issue and approval of transfer of warrants.
Resolution regarding implementation of a performance share program 2026/2029:2 for senior executives and other key individuals within the Company and the group operating in Sweden and Denmark.
1. Resolution to implement Performance Share Program 2026/2029:2.
2. Resolution regarding issue and approval of transfer of warrants.
Resolution regarding implementation of a performance share program 2026/2029:3 for senior executives, employees and other key individuals within the Company and the group operating in the US.
1. Resolution to implement Performance Share Program 2026/2029:3.
2. Resolution regarding issue and approval of transfer of warrants
Proposal for resolution regarding implementation of a performance share program 2026/2029:4 for the Company's CEO.
1. Resolution to implement Performance Share Program 2026/2029:4.
2. Resolution regarding issue and approval of transfer of warrants.
Shareholder's proposals
1. Resolution on a one-off fee to the nomination committee for the 2025/26 nomination process
2. Resolution on amendment to the principles for the Nomination Committee (going forward)
Closing of the meeting.

Proposed resolutions

Item 2: Election of chair of the meeting
The nomination committee proposes that Carl Svernlöv, attorney-at-law at Baker McKenzie Advokatbyrå, is appointed as chairman of the general meeting or, in his absence, the person appointed by him.

Item 8.b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 9-11: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditor
The nomination committee proposes that the board shall consist of 7 directors. The nomination committee further proposes that the number of auditors shall be one registered accounting firm.

The nomination committee proposes that the remuneration is to be SEK 2,100,000 in total, including remuneration for committee work, and shall be paid to the board of directors and the members of the established committees in the following amounts:

SEK 200,000 (SEK 200,000) for each of the non-employed directors and SEK 450,000 (SEK 450,000) to the chairman provided that the chairman is not an employee. Remuneration for chairman and non-employed directors remains unchanged.

The nomination committee further proposes that the remuneration for committee work shall be paid to the board of directors and the members of the established committees in the following amounts: SEK 60,000 (SEK 75,000) to the chairman and SEK 30,000 (SEK 37,500) to the other members of the Audit Committee, Remuneration Committee and to the newly proposed Committee for Commercialization and Business Development. The remuneration for committee work has been reduced for both the Chair and the other committee members.

The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

The nomination committee proposes re-election of the current Board members Cornelis Peter Bogerd and Jesper Söderqvist. The nomination committee further proposes the election of Jeff Borcherding, Cristyn Lauer, Jan Groen, Martin Möller and Stacey Brown as new Board members. In addition, the Committee proposes that Jeff Borcherding be elected Chair of the Board.

The proposed composition of the Board of Directors has been developed based on the Company's current strategy and stage of development. The Nomination Committee considers that the proposed Board, taken as a whole, possesses a competence profile that is aligned with the Company's needs during the continued commercialization of the Company's product, with particular emphasis on US (international) market expansion, commercial development, diagnostics, and experience from growth-oriented life science companies.

At the same time, the Nomination Committee would like to express its sincere appreciation to the departing Board members Fredrik Alpsten, Annika Carlsson Berg, Marie-Louise Fjällskog, Maria Holmlund, and Anders Rylander for their valuable contributions, strong commitment, and significant efforts in supporting the Company's development during their tenure on the Board.

The nomination committee further proposes the re-election of the registered audit firm Grant Thornton Sweden AB as the Company's auditor for a period up until the end of the next annual general meeting. Grant Thornton Sweden AB has announced its appointment of Stéphanie Ljungberg as main responsible auditor.

Further information regarding the directors proposed for new election
Name: Jeff Borcherding

Year of birth
1973

Nationality
USA
Master of Business Administration from Kellogg Graduate School of Management, Northwestern University, and Bachelor of Science in Business from Indiana University

Current assignments
CEO of Immunovia AB.

Previous assignments
Chief Marketing Officer, Myriad Genetics, General Manager, Myriad Mental Health, Vice President of Marketing, Assurex Health, and Brand Manager, Procter & Gamble Pharmaceuticals

Shareholding in the Company, including related natural and legal persons
None.

Independence
Jeff Borcherding is to be regarded as independent in relation to the Company and the management of the Company, as well as in relation to the Company's major shareholders.

Name: Jan Groen

Year of birth
1959

Nationality
Netherlands

Education and background
PhD in Medical Microbiology and BSc in Clinical Laboratory Sciences from Erasmus University Rotterdam/Erasmus Medical Center.

Current assignments
Executive Chairman, CelLBxHealth plc, part-time CEO, CeraVx B.V., chairman, Delta Life Sciences B.V., board member, SPL Medical B.V. and board member, Novigenix SA.

Previous assignments
CEO and Chairman, Intravacc B.V., CEO, MDxHealth SA, President and COO, Agendia, Vice President R&D, Focus Diagnostics Inc., Co-founder, ViroClinics B.V., and executive management and scientific positions at Erasmus Medical Centre and Akzo-Nobel.
Shareholding in the Company, including related natural and legal persons
None.

Independence
Jan Groen is to be regarded as independent in relation to the Company and the management of the Company, as well as in relation to the Company's major shareholders.

Name: Martin Møller

Year of birth
1975

Nationality
Denmark and USA

Education and background
University degree in the humanities. Worked for more than 20 years in McKinsey & Company's Life Sciences Practice. Now professional board member, investor and advisor.

Current assignments
Board member of Immunovia AB, chairman of the board of Re-Zip ApS, owner and MD at MM Advisory v/ Martin Møller.

Previous assignments
Senior Partner, McKinsey & Company, chair of the board of McKinsey & Company Denmark P/S chair of the board of Scandion Oncology A/S, member of the board of Rehaler ApS and board member of Edvince AB.

Shareholding in the Company, including related natural and legal persons
None.

Independence
Martin Møller is to be regarded as independent in relation to the Company and the management of the Company, as well as in relation to the Company's major shareholders.

Name: Cristyn Lauer

Year of birth
1972

Nationality
USA

Education and background
Bachelor of Arts, Arizona State University. Master of Business Administration (MBA), University of Phoenix. More than 25 years of executive leadership experience in diagnostics, biotechnology, pharmaceuticals, and precision medicine, specializing in market access, reimbursement, commercialization, and payer strategy. Founder and President of 2C Ventures, LLC, advising life science companies on Medicare, Medicaid, commercial payer strategy, coding, coverage, pricing, and market access.

Current assignments
Founder and President of 2C Ventures, LLC. Strategic advising consulting company to diagnostics, biotechnology, and life science companies on reimbursement, market access, commercialization, and health policy.

Previous assignments
Executive leadership positions at Foundation Medicine, Myriad Genetics, Janssen Pharmaceutica, and Ortho Biotech (Johnson & Johnson), leading market access, reimbursement, and commercialization initiatives for innovative diagnostics and therapeutics.

Shareholding in the Company, including related natural and legal persons
None.

Independence
Cristyn Lauer is to be regarded as independent in relation to the Company and the management of the Company, as well as in relation to the Company's major shareholders.

Name: Stacey Brown

Year of birth
1978

Nationality
USA

Education and background
Bachelors of Science in Microbiology from the University of Montana. Healthcare executive with 20+ years of progressive leadership in U.S. market access, reimbursement, payer & provider relations.

Current assignments
Americas Market Access Lead at Cepheid Diagnostics, founder and President at Arduous Access Solutions, LLC.

Previous assignments
Market Access & Evidence Strategy Lead at Optum Life Sciences, Vice President Market Access & Channel Innovations at GENEDX, and various Market Access roles at Foundation Medicine Inc.

Shareholding in the Company, including related natural and legal persons
None.

Independence
Stacey Brown is to be regarded as independent in relation to the Company and the management of the Company, as well as in relation to the Company's major shareholders.

Independence in accordance with the Swedish Corporate Governance Code
In an assessment of the independence of the proposed board members, the nomination committee has found that its proposal for board composition in the Company meets the independence requirements set out in the Swedish Corporate Governance Code (the "Code"). Of the proposed members, Cornelis Peter Bogerd can be considered dependent in relation to major shareholders. The other proposed members are considered to be independent in relation to the Company, company management and major shareholders.

Further information regarding the directors proposed for re-election is available on the Company's website, www.biovica.com, and in the annual report for 2025/2026.

Item 12: Resolution regarding adoption of principles for the nomination committee
The nomination committee proposes that the following principles for the nomination committee are adopted until further notice.

The nomination committee shall consist of three members appointed by the three largest owner-registered shareholders, with respect to voting power, listed in the share register maintained by Euroclear Sweden AB on 31 December each year.

The Chair of the Board shall convene the first meeting of the nomination committee and shall, upon request by the nomination committee, assist the committee in its work. The Chair of the Board shall not be a member of the nomination committee and shall have no voting rights or participation rights in the committee's decisions.

The ownership statistics used to determine who has the right to appoint a member of the nomination committee shall be sorted by voting power (owner grouped) and include the 25 largest owner registered shareholders in Sweden. An owner registered shareholder is a shareholder who has an account with Euroclear Sweden AB in its own name or a shareholder who hold an account with a nominee and has its identity reported to Euroclear Sweden AB.

The member appointed by the largest shareholder, with respect to voting powers, shall be elected as chair of the nomination committee, provided that such member is not also a member of the board of directors. The nomination committee shall fulfil the requirements regarding composition set out in the Code.

If one or several shareholders who have appointed members of the nomination committee ceases to be one of the three largest shareholders, with respect to voting powers, prior to three months before the annual general meeting, members appointed by such shareholders shall offer their seat to the shareholder who has become one of the three largest shareholders who shall have the right to appoint a replacement for the resigning member. If a member of the nomination committee resigns before the nomination committee has completed its assignment, and the nomination committee finds it desirable to appoint a replacement, the shareholder who is represented by such member, or if the shareholder is no longer one of the three largest shareholders, the next shareholders with the largest voting power, shall be entitled to appoint a replacement member. A change in the composition of the nomination committee shall be published immediately.

The composition of the nomination committee, together with the names of the shareholders they have been nominated by, shall be published on the Company's website no later than six months before the annual general meeting. No remuneration shall be paid to the members of the nomination committee. Any necessary costs associated with the work of the nomination committee shall be borne by the Company.

The mandate period for the nomination committee runs until the next committee's composition is announced. The nomination committee is to promote the interests of all shareholders of the Company with respect to question within the tasks for the committee as set out in the Code. Without limitation to the aforementioned, the nomination committee shall propose the chair of the annual general meeting, board of directors, chair of the board, auditor, remuneration to the directors divided between the chair and other directors and committee work and other remuneration for board assignments, remuneration to the Company auditor and principles for appointment of the nomination committee.

Item 13: Resolution regarding authorization for the board of directors to issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, corresponding to an increase in the share capital of a maximum of twenty (20) percent based on the total share capital in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The issuances shall be made at a market subscription price, subject to a market issue discount where applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions. A new share issue decided on the basis of the authorization shall take place for the purpose of providing the Company with working capital. If the board of directors decides on an issue with deviation from the shareholders' preferential rights, the reason shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or acquisitions of other companies or operations.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 14: Resolution regarding implementation of a performance share program 2026/2029:1 for the Company's board of directors
Background and motive
The shareholder Anders Rylander (the "Shareholder") in the Company proposes that the annual general meeting resolves to implement a performance share program for the Company's board of directors ("Performance Share Program 2026/2029:1") in accordance with below.

The purpose of the proposal is to create conditions to retain and increase motivation among the board of directors. The Shareholder believes that it is in the interest of all shareholders that the board members, which are deemed to be important for the group's development, have a long-term interest in a positive development of the Company's share price. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and the Company's performance in general.

Hedging measures and delivery of shares
In order to secure the Company's commitments according to Performance Share Program 2026/2029:1, the Shareholder proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what appears in item 14b. The warrants shall be subscribed for by the Company or any other group company, which shall undertake to transfer the warrants to the participants to cover the number of shares that the Performance Shares may entitle.

Resolution items and majority requirements
Resolutions in accordance with item 14a and 14b below are taken as one decision and are thus conditional of each other. Resolution in accordance with this item 14 requires support by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.

A presentation of other incentive programs, preparation of the proposal, costs for the programs and effects on key performance measures etc. are described below.

Item 14a: Resolution to implement Performance Share Program 2026/2029:1
The Shareholder in the Company proposes that the annual general meeting resolves to implement Performance Share Program 2026/2029:1 in accordance with the following guidelines.

Performance Share Program 2026/2029:1 shall be offered to the Company's board of directors up to and including 31 October 2026.

Performance Share Program 2026/2029:1 shall include a maximum of 2,329,800 share rights ("Performance Shares") which are allocated to participants free of charge. Each Performance Share, if vested, will entitle the holder to one (1) class B share in the Company.

Performance Share Program 2026/2029:1 will be offered to the Company's board of directors divided into two different categories as follows:

A. The chair of the board of directors consisting of up to one (1) person may be offered up to 423,600 Performance Shares.

B. Directors of the board consisting of up to six (6) persons may be offered up to 317,700 Performance Shares each and up to 1,906,200 Performance Shares in total.

If any person within the above-mentioned categories does not subscribe for their full number of Performance Shares, such Performance Share may be granted to a person within another category. Oversubscription cannot take place.

Notice of participation in Performance Share Program 2026/2029:1 must have been received by the Company no later than on 31 October 2026.

The Performance Shares are equally divided into Series 1, Series 2 and Series 3 for the participants. Vesting of Performance Shares is dependent on the degree of fulfillment of performance conditions relating to the total shareholder return of the Company's share ("TSR") during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029 (the "Measurement Period"). TSR shall be calculated on the basis of an entry price (the "Entry Price") and a settlement price (the "Settlement Price") in accordance with the below.

The Entry Price shall correspond to the average price of the Company's share during the period of 15 trading days prior to the annual general meeting 2026. The Settlement Price shall correspond to the average price of the Company's share during the period of 15 trading days prior to the annual general meeting 2029. When calculating the Entry Price and the Settlement Price, the average share price shall be deemed to correspond to the average of the calculated mean value, for each trading day, of the highest and lowest price paid for the share during the day according to the marketplace where the Company's share is listed. In the absence of a quoted paid price, the bid price quoted as the closing price shall be used in the calculation instead. Days when no paid price or bid price is quoted shall be excluded from the calculation. When calculating TSR, dividends received by the shareholders during the Measurement Period shall be taken into account. If a dividend is paid during the period for calculating the average Entry Price or Settlement Price, the share price for the days on which the share is traded including the right to dividend shall be reduced by the dividend amount. The TSR of the Company's share during the Measurement Period shall be expressed as a percentage.

Performance Shares of each series are vested as follows:

Series 1: Vested if the TSR during the Measurement Period amounts to or exceeds 130 percent.

Series 2: Vested if the TSR during the Measurement Period amounts to or exceeds 150 percent.

Series 3: Vested if the TSR during the Measurement Period amounts to or exceeds 170 percent.

Provided that Performance Shares have vested and that the performance target has been achieved, each Performance Share entitles the holder to either (a) acquire one (1) class B share at a subscription price corresponding to the quota value of the share or (b) obtain free of charge a warrant that entitles the subscription of one (1) class B share in the Company at a subscription price corresponding to the quota value of the share. Subscription and allotment of class B shares through exercise of Performance Shares shall be made no later than one month following the annual general meeting held in 2029. The time period that runs from the date the incentive plan agreement is entered into up to and including the end of the day of the annual general meeting 2029 is referred to as the "Vesting Period". The Performance Shares are subject to recalculation in accordance with the recalculation terms in the terms and conditions for the warrants of series 2026/2029:1.

Vesting requires that the participant is still active within the group and that the participant's assignment within the group has not ended as of the date when the vesting occurs. If a participant's assignment within the group ends prior to the end of the Vesting Period, the right to allocation of class B shares expires, except for certain customary "good leaver" situations. A participant shall be considered a good leaver if the participant's assignment ceases as a result of (i) death, (ii) permanent incapacity to fulfil the assignment due to accident or illness, (iii) the participant not being re-elected by the general meeting despite having made himself or herself available for re-election, or (iv) the Company or its nomination committee informing the participant that he or she will not be proposed for re-election. In good leaver situations, vesting of Performance Shares shall occur on a pro rata basis in proportion to the time elapsed of the Vesting Period at the time of cessation of the assignment, provided that the performance conditions are met at the end of the Measurement Period. The assessment of whether a good leaver situation exists shall be made by the board of directors (whereby the affected board member shall not participate in the decision).

The Performance Shares must not constitute securities and cannot be transferred or pledged. However, the rights according to vested Performance Shares may be transferred to the estate in the event of the participant's death.

Participation in the Performance Share Program 2026/2029:1 presupposes that such participation can legally take place, and that, according to the Company's assessment, such participation can take place with reasonable administrative costs and financial contributions.
The Performance Shares shall be regulated in agreements with the respective participants. The board shall be responsible for the design and management of the Performance Share Program 2026/2029:1 within the framework of the main conditions and guidelines stated above. The board has the right, within the framework of the agreement with respective participants, to make the reasonable changes and adjustments to the terms of Performance Shares that are deemed appropriate or expedient as a result of local labor law or tax law rules or administrative conditions. It can i.e., mean that continued earning of Performance Shares may take place in certain cases where this would not otherwise have been the case. Unless otherwise decided by the board, the vesting and the timing of exercise of Performance Shares shall be accelerated in the event of a public takeover offer, sale of the Company's business, liquidation, merger and similar measures. Finally, the board has the right to, in extraordinary cases, limit the scope of or prematurely terminate Performance Share Program 2026/2029:1 in whole or in part.

Item 14b: Resolution regarding issue and approval of transfer of warrants
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:1, the Shareholder in the Company proposes that the annual general meeting resolves on a directed issue of warrants of series 2026/2029:1 and to approve the transfer of warrants of series 2026/2029:1 in accordance with the following.

The Shareholder proposes that the annual general meeting resolves to issue a maximum of 2,329,800 warrants, as a result of which the Company's share capital may increase by a maximum of SEK 155,320.000108. The warrants shall entail the right to subscribe for new class B shares in the Company.

For the issue, the following conditions shall apply:

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, accrue to the Company and other group companies.

The warrants are issued free of charge and must be subscribed on a special subscription list no later than on 1 November 2026. The board shall have the right to extend the subscription period.

Each warrant entitles the holder to subscribe for one new class B share in the Company during the period from registration with the Swedish Companies Registration Office up to and including 30 November 2029, or the earlier day that follows from the terms of the warrants. The board shall have the right to extend the time for share subscription if participants are prevented from subscribing for shares at the end of the subscription period due to the EU's Market Abuse Regulation.

Each warrant gives the right to subscribe for one new class B share in the Company against cash payment according to a subscription price that corresponds to the share's quota value.

A new share subscribed for by exercising a warrant carries the right to a dividend for the first time on the record date for the dividend that falls closest after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

The purpose of the issue and the deviation from the shareholders' preferential right is to ensure delivery of shares to participants in the program within the framework of the Performance Share Program 2026/2029:1.

The full terms and conditions for the warrants are available on the Company's website, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares that the warrant entitles to.

The board of directors, or the person that the board of directors may appoint, shall be authorized to make minor adjustment necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.

The Shareholder further proposes that the annual general meeting resolves to approve that the Company or another group company may transfer warrants to participants in the Performance Share Program 2026/2029:1 free of charge in connection with the exercise of Performance Shares in accordance with the conditions in item 14a or otherwise dispose of the warrants to secure the Company's commitments due to the Performance Share Program 2026/2029:1.

The board of directors shall not have the right to dispose the warrants for any other purpose than to secure the Company's commitments in connection with the Performance Share Program 2026/2029:1.

Item 15: Resolution regarding implementation of a performance share program 2026/2029:2 for senior executives and other key individuals within the Company and the group operating in Sweden and Denmark
Background and motive
The board of directors of Company proposes that the annual general meeting resolves to implement a performance share program for senior executives and other key individuals in the Company and group operating in Sweden and Denmark ("Performance Share Program 2026/2029:2") in accordance with below.

The purpose of the proposal is to create conditions to retain and increase motivation among senior executives and other key individuals in the Company and group. The board of directors believes that it is in the interest of all shareholders that senior executives and other key individuals, which are deemed to be important for the group's development, have a long-term interest in a positive development of the Company's share price. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and the Company's performance in general.

Hedging measures and delivery of shares
In order to secure the Company's commitments according to Performance Share Program 2026/2029:2, the board of directors proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what appears in item 15b. The warrants shall be subscribed for by the Company or any other group company, which shall undertake to transfer the warrants to the participants to cover the number of shares that the Performance Shares may entitle.

Resolution items and majority requirements
Resolutions in accordance with items 15a and 15b below are taken as one decision and are thus conditional of each other. Resolution in accordance with this item 15 requires support by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.

A presentation of other incentive programs, preparation of the proposal, costs for the programs and effects on key performance measures etc. are described below.

Item 15a: Resolution to implement Performance Share Program 2026/2029:2
The board of directors of the Company proposes that the annual general meeting resolves to implement Performance Share Program 2026/2029:2 in accordance with the following guidelines.

Performance Share Program 2026/2029:2 shall be offered to all current senior executives and other key individuals in the Company and the group operating in Sweden and Denmark up to and including 31 October 2026. A person who has entered into an employment agreement with the group but has not taken up his/her employment as of the mentioned date, shall not be regarded as an employee. An employee who has terminated the employment or has been dismissed by the mentioned date but is still employed, shall not be regarded as an employee.

Performance Share Program 2026/2029:2 shall include a maximum of 1,376,700 share rights ("Performance Shares") which are allocated to participants free of charge. Each Performance Share, if vested, will entitle the holder to one (1) class B share in the Company.

Performance Share Program 2026/2029:2 will be offered to senior executives and other key individuals within the Company and the group operating in Sweden and Denmark divided into five different categories as follows:

A. Other senior executives consisting of up to four (4) persons may be offered up to 423,600 Performance Shares each and up to 1,270,800 Performance Shares in total.

B. Key individuals consisting of up to one (1) person may be offered up to 105,900 Performance Shares, 105,900 Performance Shares in total.

Performance Shares offered to, but are not accepted by, persons in the categories above, may be offered to other existing other senior executives or other key personnel of the Company and the group. Oversubscription cannot take place. If any person within the above-mentioned categories does not subscribe for their full number of Performance Shares, such Performance Share may be granted to an employee within another category.

The Company's board of directors shall not be covered by the Performance Share Program 2026/2029:2.

Notice of participation in Performance Share Program 2026/2029:2 must have been received by the Company no later than on 31 October 2026. The board of directors shall have the right to extend the notification period.

Performance Shares of each series are vested as follows:

Series 1: Vested if the TSR during the Measurement Period amounts to or exceeds 150 percent.

Series 2: Vested if the TSR during the Measurement Period amounts to or exceeds 200 percent.

Series 3: Vested if the TSR during the Measurement Period amounts to or exceeds 250 percent.
Provided that Performance Shares have vested and that the performance target has been achieved, each Performance Share entitles the holder to either (a) acquire one (1) class B share at a subscription price corresponding to the quota value of the share or (b) obtain free of charge a warrant that entitles the subscription of one (1) class B share in the Company at a subscription price corresponding to the quota value of the share. Subscription and allotment of class B shares through exercise of Performance Shares shall be made no later than one month following the annual general meeting held in 2029, with the right for the board of directors to extend the time limit. The time period that runs from the date the incentive plan agreement is entered into up to and including the end of the day of the annual general meeting 2029 is referred to as the "Vesting Period". The Performance Shares are subject to recalculation in accordance with the recalculation terms in the terms and conditions for the warrants of series 2026/2029:2.

Vesting requires that the participant is still active within the group and that the participant has not terminated their employment or consulting agreement as of the date when the vesting occurs. If a participant ceases to be an employee or engaged within the group prior to the end of the Vesting Period, the right to allocation of class B shares expires, except for certain customary "good leaver" situations. A participant shall be considered a good leaver if the participant's employment or engagement ceases as a result of (i) death, (ii) permanent incapacity to fulfil the assignment due to accident or illness, (iii) termination by the employer which is not due to gross breach of contract or other material neglect of the participant's obligations, or (iv) retirement. In good leaver situations, vesting of Performance Shares shall occur on a pro rata basis in proportion to the time elapsed of the Vesting Period at the time of cessation of the employment or engagement, provided that the performance conditions are met at the end of the Measurement Period. The assessment of whether a good leaver situation exists shall be made by the board of directors.

Participation in the Performance Share Program 2026/2029:2 presupposes that such participation can legally take place, and that, according to the Company's assessment, such participation can take place with reasonable administrative costs and financial contributions.

The Performance Shares shall be regulated in agreements with the respective participants. The board shall be responsible for the design and management of the Performance Share Program 2026/2029:2 within the framework of the main conditions and guidelines stated above. The board has the right, within the framework of the agreement with respective participants, to make the reasonable changes and adjustments to the terms of Performance Shares that are deemed appropriate or expedient as a result of local labor law or tax law rules or administrative conditions. It can i.e., mean that continued earning of Performance Shares may take place in certain cases where this would not otherwise have been the case. Unless otherwise decided by the board, the vesting and the timing of exercise of Performance Shares shall be accelerated in the event of a public takeover offer, sale of the Company's business, liquidation, merger and similar measures. Finally, the board has the right to, in extraordinary cases, limit the scope of or prematurely terminate Performance Share Program 2026/2029:2 in whole or in part.

Item 15b: Resolution regarding issue and approval of transfer of warrants
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:2, the Company proposes that the annual general meeting resolves on a directed issue of warrants of series 2026/2029:2 and to approve the transfer of warrants of series 2026/2029:2 in accordance with the following.

The board of directors proposes that the annual general meeting resolves to issue a maximum of 1,800,300 warrants, as a result of which the Company's share capital may increase by a maximum of SEK 120,020.000083. The warrants shall entail the right to subscribe for new class B shares in the Company.

For the issue, the following conditions shall apply:

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, accrue to the Company and other group companies.
The warrants are issued free of charge and must be subscribed on a special subscription list no later than on 1 November 2026. The board shall have the right to extend the subscription period.

Each warrant gives the right to subscribe for one new class B share in the Company against cash payment according to a subscription price that corresponds to the share's quota value.

The board of directors further proposes that the annual general meeting resolves to approve that the Company or another group company may transfer warrants to participants in the Performance Share Program 2026/2029:2 free of charge in connection with the exercise of Performance Shares in accordance with the conditions in item 15a or otherwise dispose of the warrants to secure the Company's commitments due to the Performance Share Program 2026/2029:2.

The board of directors shall not have the right to dispose the warrants for any other purpose than to secure the Company's commitments in connection with the Performance Share Program 2026/2029:2.

Item 16: Resolution regarding implementation of a performance share program 2026/2029:3 for senior executives, employees and other key individuals within the Company and the group operating in the US
Background and motive
The board of directors of the Company proposes that the annual general meeting resolves to implement a performance share program for senior executives, employees and other key individuals in the Company and group operating in the US ("Performance Share Program 2026/2029:3") in accordance with below.

The purpose of the proposal is to create conditions to retain and increase motivation among senior executives, employees and other key individuals in the Company and group. The board of directors believes that it is in the interest of all shareholders that senior executives, employees and other key individuals, which are deemed to be important for the group's development, have a long-term interest in a positive development of the Company's share price. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and the Company's performance in general.

Hedging measures and delivery of shares
In order to secure the Company's commitments according to Performance Share Program 2026/2029:3, the board of directors proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what appears in item 16b. The warrants shall be subscribed for by the Company or any other group company, which shall undertake to transfer the warrants to the participants to cover the number of shares that the Performance Shares may entitle.

Resolutions items and majority requirements
Resolutions in accordance with items 16a and 16b below are taken as one decision and are thus conditional of each other. Resolution in accordance with this item 16 requires support by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.

A presentation of other incentive programs, preparation of the proposal, costs for the programs and effects on key performance measures etc. are described below.

Item 16a: Resolution to implement Performance Share Program 2026/2029:3
The board of directors of the Company proposes that the annual general meeting resolves to implement Performance Share Program 2026/2029:3 in accordance with the following guidelines.

Performance Share Program 2026/2029:3 shall be offered to all current senior executives, employees and other key individuals in the Company and the group operating in the US up to and including 31 October 2026. A person who has entered into an employment agreement with the group but has not taken up his/her employment as of the mentioned date, shall not be regarded as an employee. An employee who has terminated the employment or has been dismissed by the mentioned date but is still employed, shall not be regarded as an employee.

Performance Share Program 2026/2029:3 shall include a maximum of 741,300 share rights ("Performance Shares") which are allocated to participants free of charge. Each Performance Share, if vested, will entitle the holder to one (1) class B share in the Company.

Performance Share Program 2026/2029:3 will be offered to senior executives, employees and other key individuals within the Company and the group operating in the US divided into three different categories as follows:

A. The CEO of the Company comprising of one (1) person may be offered up to 423 600 Performance Shares.

B. Senior executives consisting of up to one (1) person may be offered up to 317,700 Performance Shares.

C. Other senior executives consisting of up to three (3) persons may be offered up to 191,700 Performance Shares each and up to 423,600 Performance Shares in total.

The Company's board of directors shall not be covered by the Performance Share Program 2026/2029:3.

Notice of participation in Performance Share Program 2026/2029:3 must have been received by the Company no later than on 31 October 2026. The board of directors shall have the right to extend the notification period.

Performance Shares of each series are vested as follows:

Series 1: Vested if the TSR during the Measurement Period amounts to or exceeds 150 percent.

Series 2: Vested if the TSR during the Measurement Period amounts to or exceeds 200 percent.

Series 3: Vested if the TSR during the Measurement Period amounts to or exceeds 250 percent.

Provided that Performance Shares have vested and that the performance target has been achieved, each Performance Share entitles the holder to either (a) acquire one (1) class B share at a subscription price corresponding to the quota value of the share or (b) obtain free of charge a warrant that entitles the subscription of one (1) class B share in the Company at a subscription price corresponding to the quota value of the share. Subscription and allotment of class B shares through exercise of Performance Shares shall be made no later than one month following the annual general meeting held in 2029, with the right for the board of directors to extend the time limit. The time period that runs from the date the incentive plan agreement is entered into up to and including the end of the day of the annual general meeting 2029 is referred to as the "Vesting Period". The Performance Shares are subject to recalculation in accordance with the recalculation terms in the terms and conditions for the warrants of series 2026/2029:3.

Participation in the Performance Share Program 2026/2029:3 presupposes that such participation can legally take place, and that, according to the Company's assessment, such participation can take place with reasonable administrative costs and financial contributions.

The Performance Shares shall be regulated in agreements with the respective participants. The board shall be responsible for the design and management of the Performance Share Program 2026/2029:3 within the framework of the main conditions and guidelines stated above. The board has the right, within the framework of the agreement with respective participants, to make the reasonable changes and adjustments to the terms of Performance Shares that are deemed appropriate or expedient as a result of local labor law or tax law rules or administrative conditions. It can i.e., mean that continued earning of Performance Shares may take place in certain cases where this would not otherwise have been the case. Unless otherwise decided by the board, the vesting and the timing of exercise of Performance Shares shall be accelerated in the event of a public takeover offer, sale of the Company's business, liquidation, merger and similar measures. Finally, the board has the right to, in extraordinary cases, limit the scope of or prematurely terminate Performance Share Program 2026/2029:3 in whole or in part.

Item 16b: Resolution regarding issue and approval of transfer of warrants
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:3, the board of directors for the Company proposes that the annual general meeting resolves on a directed issue of warrants of series 2026/2029:3 and to approve the transfer of warrants of series 2026/2029:3 in accordance with the following.

The board of directors proposes that the annual general meeting resolves to issue a maximum of 741,300 warrants, as a result of which the company's share capital may increase by a maximum of SEK 49,420.000035. The warrants shall entail the right to subscribe for new class B shares in the Company.

For the issue, the following conditions shall apply:

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, accrue to the Company and other group companies.

The warrants are issued free of charge and must be subscribed on a special subscription list no later than on 1 November 2026. The board shall have the right to extend the subscription period.

Each warrant gives the right to subscribe for one new class B share in the Company against cash payment according to a subscription price that corresponds to the share's quota value.

The full terms and conditions for the warrants are available at the Company's website, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares that the warrant entitles to.

The board of directors further proposes that the annual general meeting resolves to approve that the Company or another group company may transfer warrants to participants in the Performance Share Program 2026/2029:3 free of charge in connection with the exercise of Performance Shares in accordance with the conditions in item 16a or otherwise dispose of the warrants to secure the Company's commitments due to the Performance Share Program 2026/2029:3.

The board of directors shall not have the right to dispose the warrants for any other purpose than to secure the Company's commitments in connection with the Performance Share Program 2026/2029:3.

Item 17: Proposal for resolution regarding implementation of a performance share program 2026/2029:4 for the Company's CEO
Background and motive
The board of directors of the Company proposes that the annual general meeting resolves to implement a performance share program for the Company's CEO ("Performance Share Program 2026/2029:4") in accordance with below.

The purpose of the proposal is to create conditions to retain and increase motivation among the CEO of the Company. The board of directors believes that it is in the interest of all shareholders that the CEO, who is deemed to be important for the group's development, has a long-term interest in a positive development of the Company's share price. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and the Company's performance in general.

Hedging measures and delivery of shares
In order to secure the Company's commitments according to Performance Share Program 2026/2029:4, the board of directors proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what appears in item 17b. The warrants shall be subscribed for by the Company or any other group company, which shall undertake to transfer the warrants to the participants to cover the number of shares that the Performance Shares may entitle.

Resolution items and majority requirements
Resolutions in accordance with items 17a and 17b below are taken as one decision and are thus conditional of each other. Resolution in accordance with this item 17 requires support by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.

A presentation of other incentive programs, preparation of the proposal, costs for the programs and effects on key performance measures etc. are described below.

Item 17a: Resolution to implement Performance Share Program 2026/2029:4
The board of directors of the Company proposes that the annual general meeting resolves to implement Performance Share Program 2026/2029:4 in accordance with the following guidelines.

Performance Share Program 2026/2029:4 shall be offered to the Company's CEO up to and including 31 October 2026. A person who has entered into an employment agreement with the group but has not taken up his/her employment as of the mentioned date, shall not be regarded as an employee. An employee who has terminated the employment or has been dismissed by the mentioned date but is still employed, shall not be regarded as an employee.

Performance Share Program 2026/2029:4 shall include a maximum of 4,378,665 share rights ("Performance Shares") which are allocated to participants free of charge. Each Performance Share, if vested, will entitle the holder to one (1) class B share in the Company.

Performance Share Program 2026/2029:4 will be offered to the Company's CEO who may be offered up to 4,378,665 Performance Shares.

The Company's board of directors shall not be covered by the Performance Share Program 2026/2029:4.

Notice of participation in Performance Share Program 2026/2029:4 must have been received by the Company no later than on 31 October 2026. The board of directors shall have the right to extend the notification period.

The Performance Shares are equally divided into Series 1, Series 2 and Series 3 for the participant. Vesting of Performance Shares is dependent on the degree of fulfillment of performance conditions relating to the total shareholder return of the Company's share ("TSR") during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029 (the "Measurement Period"). TSR shall be calculated on the basis of an entry price (the "Entry Price") and a settlement price (the "Settlement Price") in accordance with the below.

Performance Shares of each series are vested as follows:

Series 1: Vested if the TSR during the Measurement Period amounts to or exceeds 200 percent.

Series 2: Vested if the TSR during the Measurement Period amounts to or exceeds 350 percent.

Series 3: Vested if the TSR during the Measurement Period amounts to or exceeds 500 percent.

Provided that Performance Shares have vested and that the performance target has been achieved, each Performance Share entitles the holder to either (a) acquire one (1) class B share at a subscription price corresponding to the quota value of the share or (b) obtain free of charge a warrant that entitles the subscription of one (1) class B share in the Company at a subscription price corresponding to the quota value of the share. Subscription and allotment of class B shares through exercise of Performance Shares shall be made no later than one month following the annual general meeting held in 2029, with the right for the board of directors to extend the time limit. The time period that runs from the date the incentive plan agreement is entered into up to and including the end of the day of the annual general meeting 2029 is referred to as the "Vesting Period". The Performance Shares are subject to recalculation in accordance with the recalculation terms in the terms and conditions for the warrants of series 2026/2029:4.

Vesting requires that the participant is still active within the group and that the participant has not terminated their employment or consulting agreement as of the date when the vesting occurs. If the participant ceases to be an employee or engaged within the group prior to the end of the Vesting Period, the right to allocation of class B shares expires, except for certain customary "good leaver" situations. The participant shall be considered a good leaver if the participant's employment or engagement ceases as a result of (i) death, (ii) permanent incapacity to fulfil the assignment due to accident or illness, (iii) termination by the employer which is not due to gross breach of contract or other material neglect of the participant's obligations, or (iv) retirement. In good leaver situations, vesting of Performance Shares shall occur on a pro rata basis in proportion to the time elapsed of the Vesting Period at the time of cessation of the employment or engagement, provided that the performance conditions are met at the end of the Measurement Period. The assessment of whether a good leaver situation exists shall be made by the board of directors.

Participation in the Performance Share Program 2026/2029:4 presupposes that such participation can legally take place, and that, according to the Company's assessment, such participation can take place with reasonable administrative costs and financial contributions.

The Performance Shares shall be regulated in agreements with the respective participants. The board shall be responsible for the design and management of the Performance Share Program 2026/2029:4 within the framework of the main conditions and guidelines stated above. The board has the right, within the framework of the agreement with respective participants, to make the reasonable changes and adjustments to the terms of Performance Shares that are deemed appropriate or expedient as a result of local labor law or tax law rules or administrative conditions. It can i.e., mean that continued earning of Performance Shares may take place in certain cases where this would not otherwise have been the case. Unless otherwise decided by the board, the vesting and the timing of exercise of Performance Shares shall be accelerated in the event of a public takeover offer, sale of the Company's business, liquidation, merger and similar measures. Finally, the board has the right to, in extraordinary cases, limit the scope of or prematurely terminate Performance Share Program 2026/2029:4 in whole or in part.

Item 17b: Resolution regarding issue and approval of transfer of warrants
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:4, the board of directors for the Company proposes that the annual general meeting resolves on a directed issue of warrants of series 2026/2029:4 and to approve the transfer of warrants of series 2026/2029:4 in accordance with the following.

The board of directors proposes that the annual general meeting resolves to issue a maximum of 4,378,665 warrants, as a result of which the Company's share capital may increase by a maximum of SEK 291,911.000202. The warrants shall entail the right to subscribe for new class B shares in the Company.

For the issue, the following conditions shall apply:

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, accrue to the Company and other group companies.

The warrants are issued free of charge and must be subscribed on a special subscription list no later than on 1 November 2026. The board shall have the right to extend the subscription period.

Each warrant gives the right to subscribe for one new class B share in the Company against cash payment according to a subscription price that corresponds to the share's quota value.

The board of directors further proposes that the annual general meeting resolves to approve that the Company or another group company may transfer warrants to participants in the Performance Share Program 2026/2029:4 free of charge in connection with the exercise of Performance Shares in accordance with the conditions in item 17a or otherwise dispose of the warrants to secure the Company's commitments due to the Performance Share Program 2026/2029:4.

The board of directors shall not have the right to dispose the warrants for any other purpose than to secure the Company's commitments in connection with the Performance Share Program 2026/2029:4.

Preparation of incentive programs etc. (it is noted that this is not an item for resolution)
Proposals regarding Performance Share Program 2026/2029:1, Performance Share Program 2026/2029:2, Performance Share Program 2026/2029:3 and Performance Share Program 2026/2029:4 have been prepared by external advisors in consultation with the remuneration committee, the board of directors and the shareholder Anders Rylander.

Valuation and costs and effects on key figures
Performance Share Program 2026/2029:1
Costs related to Performance Share Program 2026/2029:1 will be reported in accordance with IFRS 2, which means that the Performance Shares must be expensed as a personnel cost over the vesting period without impact on the Company's cash flow.

If Performance Shares are used, the Performance Share Program 2026/2029:1 will additionally entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant's assignment, partly on how many Performance Shares are earned, and partly on the value of the benefit that the participant ultimately receives, i.e. The value of the Performance Shares upon exercise in 2029. Social security contributions will be expensed in the income statement during the vesting period.

Based on the assumption that all 2,329,800 Performance Shares included in the Performance Share Program 2026/2029:1 are allocated, an assumed share price of SEK 0.35 when the Performance Shares are used and an assumed average percentage for social security contributions of approximately 32 percent, the total the costs of the program, including social security contributions, to amount to approximately SEK 1,002,668, which corresponds to approximately 2.1 percent of the Company's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2025/2026.

The total costs for the Performance Share Program 2026/2029:1 will be distributed over the years 2026-2029.

It should be noted that all calculations above are preliminary, based on assumptions and only aim to provide an illustration of the costs that the Performance Share Program 2026/2029:1 may entail. Actual costs may thus deviate from what is stated above.

Performance Share Program 2026/2029:2
Costs related to Performance Share Program 2026/2029:2 will be reported in accordance with IFRS 2, which means that the Performance Shares must be expensed as a personnel cost over the vesting period without impact on the Company's cash flow.

If Performance Shares are used, the Performance Share Program 2026/2029:2 will additionally entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant's employment relationship, partly on how many Performance Shares are earned, and partly on the value of the benefit that the participant ultimately receives, i.e. The value of the Performance Shares upon exercise in 2029. Social security contributions will be expensed in the income statement during the vesting period.

Based on the assumption that all 1,800,300 Performance Shares included in the Performance Share Program 2026/2029:2 are allocated, an assumed share price of SEK 0.35 when the Performance Shares are used and an assumed average percentage for social security contributions of approximately 32 percent, the total the costs of the program, including social security contributions, to amount to approximately SEK 894,269, which corresponds to approximately 1.8 percent of the Company's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2025/2026.

The total costs for the Performance Share Program 2026/2029:2 will be distributed over the years 2026-2029.

It should be noted that all calculations above are preliminary, based on assumptions and only aim to provide an illustration of the costs that the Performance Share Program 2026/2029:2 may entail. Actual costs may thus deviate from what is stated above.

Performance Share Program 2026/2029:3
Costs related to Performance Share Program 2026/2029:3 will be reported in accordance with IFRS 2, which means that the Performance Shares must be expensed as a personnel cost over the vesting period without impact on the Company's cash flow.

If Performance Shares are used, the Performance Share Program 2026/2029:3 will additionally entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant's employment relationship, partly on how many Performance Shares are earned, and partly on the value of the benefit that the participant ultimately receives, i.e. The value of the Performance Shares upon exercise in 2029. Social security contributions will be expensed in the income statement during the vesting period.

Based on the assumption that all 741,300 Performance Shares included in the Performance Share Program 2026/2029:3 are allocated, an assumed share price of SEK 0.35 when the Performance Shares are used and an assumed average percentage for social security contributions of approximately 9 percent, the total the costs of the program, including social security contributions, to amount to approximately SEK 219,042, which corresponds to approximately 0.4 percent of the Company's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2025/2026.

The total costs for the Performance Share Program 2026/2029:3 will be distributed over the years 2026-2029.

It should be noted that all calculations above are preliminary, based on assumptions and only aim to provide an illustration of the costs that the Performance Share Program 2026/2029:3 may entail. Actual costs may thus deviate from what is stated above.

Performance Share Program 2026/2029:4
Costs related to Performance Share Program 2026/2029:4 will be reported in accordance with IFRS 2, which means that the Performance Shares must be expensed as a personnel cost over the vesting period without impact on the Company's cash flow.

If Performance Shares are used, the Performance Share Program 2026/2029:4 will additionally entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant's employment relationship, partly on how many Performance Shares are earned, and partly on the value of the benefit that the participant ultimately receives, i.e. The value of the Performance Shares upon exercise in 2029. Social security contributions will be expensed in the income statement during the vesting period.

Based on the assumption that all 4,378,665 Performance Shares included in the Performance Share Program 2026/2029:4 are allocated, an assumed share price of SEK 0.35 when the Performance Shares are used and an assumed average percentage for social security contributions of approximately 32 percent, the total the costs of the program, including social security contributions, to amount to approximately SEK 3,192,485, which corresponds to approximately 6.5 percent of the Company's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2025/2026.

The total costs for the Performance Share Program 2026/2029:4 will be distributed over the years 2026-2029.

It should be noted that all calculations above are preliminary, based on assumptions and only aim to provide an illustration of the costs that the Performance Share Program 2026/2029:4 may entail. Actual costs may thus deviate from what is stated above.

Costs in the form of fees to external advisers and costs for administering Performance Share Program 2026/2029:1, Performance Share Program 2026/2029:2, Performance Share Program 2026/2029:3 and Performance Share Program 2026/2029:4 are estimated to amount to approximately SEK 125,000.

Other outstanding share based incentive programs
The Company has previously established 13 incentive programs divided into warrant programs, employee stock option programs, performance share programs and share savings programs. Information about the Company's outstanding incentive program can be found in the Company's annual report for 2025/2026: https://biovica.com/investor-relations/financial-reports/.

Dilution
The total number of shares and votes in the Company at the time of this proposal amounts to 291,911,199 shares and 320,759,145 votes, divided into 14,423,973 class A shares carrying 43,271,919 votes and 277,487,226 class B shares carrying the same number of votes. The maximum dilution of Performance Share Program 2026/2029:1, Performance Share Program 2026/2029:2, Performance Share Program 2026/2029:3, and Performance Share Program 2026/2029:4 are estimated to be a maximum of approximately 3.17 percent of the total number of shares in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all offered and, where applicable, underlying warrants. The maximum dilution of Performance Share Program 2026/2029:1, Performance Share Program 2026/2029:2, Performance Share Program 2026/2029:3 and Performance Share Program 2026/2029:4 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 5.67 percent, assuming full subscription and exercise of all offered and outstanding and, where applicable, underlying warrants.

Item 18: Shareholder's proposals
Anders Rylander, a shareholder of the Company, (the "Shareholder") has submitted the following proposal to be resolved upon by the annual general meeting.

Background
Members of the Company's Nomination Committee who are, or represent, major shareholders serve without remuneration from the Company, being compensated through the value of their shareholding. The Chair of the Nomination Committee, Peter Høngaard Andersen, was appointed as the representative of the Company's third largest shareholder, Fredrik Lundgren, but holds no shares in the Company in his own right - and is therefore not compensated for the assignment through ownership. During the 2025/26 nomination process the workload was significantly greater than anticipated, in particular for the Chair.

It has, moreover, proven valuable for the nomination process to be led by a chair who is independent of the Company's two largest shareholders, lending neutrality and objectivity to the committee's work. To recognise the chair's contribution fairly - and to enable the Company to attract and retain independent, non-owner chairs in future - the Shareholder proposes the following to the annual general meeting.

Item 18a: Resolution on a one-off fee to the nomination committee for the 2025/26 nomination process
The Shareholder proposes that the general meeting resolves that a fee of SEK 75,000 shall be paid by the Company to the chair of the nomination committee, Peter Høngaard Andersen in recognition of the extraordinary work performed in connection with the 2025/26 nomination process. The fee is a one-off and does not recur. Peter Høngaard Andersen has been appointed as representative of the Company's third largest shareholder, Fredrik Lundgren holds no shares.

Item 18b: Resolution on amendment to the instruction for the Nomination Committee (going forward)
The Shareholder proposes that the annual general meeting resolves to amend the instruction for the nomination committee by adding the following principle:

"A member of the Nomination Committee who does not personally hold a significant shareholding in the Company, and who is independent of the Company's major shareholders, may receive a cash fee from the Company for the assignment - in recognition that such a member, unlike a member who is or represents and is remunerated by a major shareholder, is not otherwise compensated for the work. The fee for the Chair of the Nomination Committee shall amount to SEK 75,000 per nomination process, corresponding to the fee paid to the chair of a Board committee. Any fee is paid by the Company and is reported in the corporate governance report."

Rationale
• Consistent with established practice: members who are, or represent, major shareholders are compensated through their shareholding; a chair who holds no shares of his own is not, yet carries the workload.
• Rewards and enables independence: a chair independent of the two largest shareholders brings neutrality to the process; a modest, transparent fee makes it feasible to appoint such non-owner chairs in future.
• Transparent and rule-based: decided by the shareholders' meeting and disclosed - avoiding ad-hoc or grey-zone arrangements such as consulting invoices.
• Anchored to a clear reference: the fee equals that of a Board committee chair (SEK 75,000).
• Tax & charges - the fee is assignment income and the Company should account for any employer social contributions.

Other
The proposals set out in items 18a and 18b above shall be voted on separately at the annual general meeting.

Majority requirements
Resolution in accordance with item 13 is valid only where supported by shareholders holding not less than two thirds of both the shares voted and of the shares represented at the general meeting.

Resolutions in accordance with items 14,15,16 and 17 are valid only where supported by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.

Resolutions in accordance with items 18a and 18b are valid only where supported by shareholders holding simple majority of both the shares voted and of the shares represented at the general meeting.

Number of shares and votes
The total number of shares and votes in the Company at the time of this notice amounts to 291,911,199 shares and 320,759,145 votes, divided into 14,423,973 class A shares carrying 43,271,919 votes and 277,487,226 class B shares carrying the same number of votes. The Company holds no own shares.

Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. The nomination committee's complete proposal regarding election of directors and auditor including the statement on the nomination committee's proposal regarding the board of directors are available as from today. All documents are available at the Company at Dag Hammarskjölds väg 54B, 752 37 Uppsala and at the Company's website, www.biovica.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Uppsala in August 2026
Biovica International AB
The board of directors

Contact

Theis Kipling, CEO
Telefon: +46 (0) 76 666 36 52
E-post: theis.kipling@biovica.com

Anders Morén, CFO
Phone: +46 73 125 92 46
E-mail: anders.moren@biovica.com

Biovica - Treatment decisions with greater confidence

Biovica develops and commercializes blood-based biomarker assays that help oncologists monitor cancer progression. Biovica's assay, DiviTum^® TKa, measures cell proliferation by detecting the TKa biomarker in the bloodstream. The assay has demonstrated its ability to provide insight to therapy effectiveness in several clinical trials. The first application for the DiviTum^® TKa test is treatment monitoring of patients with metastatic breast cancer. Biovica's vision is: "Improved care for cancer patients." Biovica collaborates with world-leading cancer institutes and pharmaceutical companies. DiviTum^® TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. Biovica's shares are traded on the Nasdaq First North Premier Growth Market (BIOVIC B). FNCA Sweden AB is the company's Certified Adviser. For more information, please visit: www.biovica.com

Attachments

NOTICE OF ANNUAL GENERAL MEETING IN BIOVICA INTERNATIONAL AB

SOURCE: Biovica International

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