Announcement from the annual general meeting in Biovica International AB
The annual general meeting of Biovica International AB ("Biovica" or the "Company") was held today on 16 September 2026 and the following resolutions were passed by the meeting.
Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt Biovica's income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
Distribution of profit
The annual general meeting resolved to treat the result in accordance with the proposal of the board of directors in the annual report, meaning that the result is carried forward.
Discharge from liability
The directors and the managing director were discharged from liability for the 2025/2026 financial year.
Determination of fees to, and election of, board of directors and auditor
The annual general meeting resolved, in accordance with the nomination committee's proposal, that the board shall consist of seven directors and that the number of auditors shall be one registered audit firm.
It was resolved, in accordance with the nomination committee's proposal, that the remuneration shall be SEK 2,100,000 in total, including remuneration for committee work (SEK 1,675,000 previous year), 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 chair provided that the chair is not an employee; and
- SEK 60,000 (SEK 75,000) to the chair and SEK 30,000 (SEK 37,500) to the other members of the audit committee, the remuneration committee and the committee for commercialization and business development.
It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
The annual general meeting resolved, in accordance with the nomination committee's proposal, to re-elect Cornelis Peter Bogerd and Jesper Söderqvist as directors, and to elect Jeff Borcherding, Cristyn Lauer, Jan Groen, Martin Möller and Stacey Brown as new directors. It was further resolved to elect Jeff Borcherding as new chair of the board.
It was further resolved to re-elect 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 that the authorized auditor Stéphanie Ljungberg continues as main responsible auditor.
Adoption of principles for the nomination committee
The annual general meeting resolved, in accordance with the nomination committee's proposal, to adopt principles for the nomination committee to apply until further notice.
Authorization for the board of directors to resolve on issuances
It was resolved, in accordance with the board of directors' proposal, 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.
Implementation of performance share program 2026/2029:1
The annual general meeting resolved, in accordance with shareholder proposal, to implement a performance share program for the Company's board of directors ("Performance Share Program 2026/2029:1"). 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. 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 during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029.
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:1, the annual general meeting further resolved to issue a maximum of 2,329,800 warrants of series 2026/2029:1 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2026/2029:1. The warrants shall entail the right to subscribe for new class B shares in the Company, as a result of which the Company's share capital may increase by a maximum of approximately SEK 155,320.
Implementation of performance share program 2026/2029:2
The annual general meeting resolved, in accordance with the board of directors' proposal, 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"). Performance Share Program 2026/2029:2 shall include a maximum of 1,800,300 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. 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 during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029.
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:2, the annual general meeting further resolved to issue a maximum of 1,800,300 warrants of series 2026/2029:2 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2026/2029:2. The warrants shall entail the right to subscribe for new class B shares in the Company, as a result of which the Company's share capital may increase by a maximum of approximately SEK 120,020.
Implementation of performance share program 2026/2029:3
The annual general meeting resolved, in accordance with the board of directors' proposal, 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"). 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. 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 during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029.
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:3, the annual general meeting further resolved to issue a maximum of 741,300 warrants of series 2026/2029:3 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2026/2029:3. The warrants shall entail the right to subscribe for new class B shares in the Company, as a result of which the Company's share capital may increase by a maximum of approximately SEK 49,420.
Implementation of performance share program 2026/2029:4
The annual general meeting resolved, in accordance with the board of directors' proposal, to implement a performance share program for the Company's CEO ("Performance Share Program 2026/2029:4"). 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. 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 during the measurement period from 15 trading days prior to the annual general meeting 2026 until the date of the annual general meeting 2029.
In order to enable the delivery of class B shares under the Performance Share Program 2026/2029:4, the annual general meeting further resolved to issue a maximum of 4,378,665 warrants of series 2026/2029:4 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2026/2029:4. The warrants shall entail the right to subscribe for new class B shares in the Company, as a result of which the Company's share capital may increase by a maximum of approximately SEK 291,911.
A one-off fee to the nomination committee for the 2025/26 nomination process
The general meeting resolved, in accordance with shareholder proposal, 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.
It was noted that the proposal under item 18b of the agenda in the notice of the meeting had been withdrawn.
For detailed terms regarding the resolutions at the annual general meeting as described above, please refer to the notice, the complete proposals and the annual report which are available on the Company's website, www.biovica.com.
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