Cereno Scientific gives notice to attend Extraordinary General Meeting
THE ENGLISH VERSION OF THE NOTICE IS AN UNCERTIFIED TRANSLATION OF THE SWEDISH VERSION AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE ENGLISH NOTICE AND THE SWEDISH NOTICE, THE SWEDISH VERSION SHALL PREVAIL.
The shareholders of Cereno Scientific AB (publ), reg. no. 556890-4071, (the “Company”) are hereby given notice to attend the Extraordinary General Meeting to be held on Wednesday 28 October 2026 at 11:00 a.m. at MAQS Advokatbyrå AB’s premises, at Masthamnsgatan 13 in Gothenburg, Sweden. Registration for the general meeting will commence at 10:30 a.m. Registration of participation at the general meeting will be canceled when the general meeting opens.
Right to participate at the general meeting
Any shareholder wishing to participate at the general meeting must:
(i) be entered in the share register maintained by Euroclear Sweden AB as per Tuesday 20 October 2026 and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Thursday 22 October 2026; and
(ii) provide notice of their intention to participate at the general meeting in accordance with the instructions under the heading “Notification of participation in person or by proxy”, in such time that the notice is received by the Company no later than Thursday 22 October 2026.
Notification of participation in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy shall notify the Company no later than Thursday 22 October 2026 in one of the following ways:
- by e-mail to info@cerenoscientific.com; or
- by letter addressed to Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden (mark the envelope “EGM 2026”).
The notice must include the shareholder’s name, address, telephone number, personal identification number or company registration number as well as the number of attendees (no more than two).
Shareholders who wish to be represented by a proxy must issue a written and dated Power of Attorney for the proxy. Power of Attorney forms may be obtained through the Company and will also be available on the Company's website, www.cerenoscientific.com. The Power of Attorney should, if possible, be submitted in original to the Company at the above-stated address in due time prior to the general meeting. Representatives of legal entities must include a copy of the current Certificate of Registration or other applicable documents.
Nominee-registered shares
To be entitled to participate at the general meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders’ register maintained by Euroclear Sweden AB. Such temporary registration of voting rights carried out by the nominee no later than Thursday 22 October 2026 will be taken into account in the preparation of the share register. This means that the shareholder must notify the nominee of their wish for voting rights registration in due time in accordance with the nominee’s procedures.
Business on the general meeting
Proposed agenda:
1. Opening of the general meeting;
2. Election of chairperson of the general meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the general meeting has been duly convened;
6. Approval of the agenda;
7. Determination of the number of directors and deputy directors;
8. Election of the Board of Directors;
The Nomination Committee’s proposal
(i) Moi Brajanovic (re-election);
(ii) Gunnar Olsson (re-election);
(iii) Anders Svensson (re-election);
(iv) Sten R. Sörensen (re-election);
(v) Jeppe Øvlesen (re-election);
(vi) Johan Eriksson (new election);
9. Election of chairperson of the Board of Directors;
10. Resolution regarding adjustment authorization;
11. Closing of the general meeting.
Proposed resolutions by the Nomination Committee
In accordance with the principles adopted by the Annual General Meeting, the Nomination Committee shall consist of one member appointed by the Company’s largest shareholder, or group of shareholders, as per 30 June 2026, the chairperson of the Board of Directors, and Björn Dahlöf, Chief Scientific Officer (CSO) in the Company. The Nomination Committee consists of Andreas Ejlegård (appointed by the Company’s largest group of shareholders), Jeppe Øvlesen and Björn Dahlöf.
7. Determination of the number of directors and deputy directors
The Nomination Committee proposes that the Board of Directors shall consist of six directors without deputies for the period until the end of the next Annual General Meeting.
8. Election of the Board of Directors
The Nomination Committee proposes re-election of the directors Moi Brajanovic, Gunnar Olsson, Anders Svensson, Sten R. Sörensen and Jeppe Øvlesen and election of Johan Eriksson as new director.
Johan Eriksson (born 1973) has experience in corporate management, business development, and strategic business transactions. He has previously served as CEO and Group CEO of Tuve Bygg and Ernst Rosén. Eriksson also has extensive board experience and has previously served as chairperson of the Board of Directors of Flodéns, and as director of Aranäs, Bengt Dahlgren i Göteborg and Tuve Bygg including subsidiaries. Eriksson is chairperson of the Board of Directors of Hjälmsängen Aktiebolag and a director of RK Fastigheter AB, Ringsökalven AB, Ringsökalven Fastigheter AB, Ringsökalven Förvaltning AB, and Ringsökalven Invest AB.
Further information about the directors proposed for re-election can be found on the Company’s website, www.cerenoscientific.com.
9. Election of chairperson of the Board of Directors
The Nomination Committee proposes re-election of Jeppe Øvlesen as chairperson of the Board of Directors.
Proposed resolutions by the Board of Directors
2. Election of chairperson of the general meeting
The Board of Directors proposes lawyer Fredrik Brusberg, or, in the event of an impediment, the person appointed by the Board of Directors to be elected as the chairperson of the general meeting.
10. Resolution regarding adjustment authorization
The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be authorized to make such minor amendments of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 722,248 shares of series A with ten votes each, and 323,129,781 shares of series B with one vote each, which means that the total number of shares in the Company amounts to 323,852,029 and the total number of votes in the Company amounts to 330,352,261.
Other
The shareholders are reminded of the right to, at the general meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Documents to be considered at the general meeting will be available at the Company’s office at Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden, and on the Company’s website, www.cerenoscientific.com, no later than two weeks prior to the general meeting. The documents are also forwarded free of charge to the shareholders who request them and provide their address.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.
Gothenburg in October 2026
Cereno Scientific AB (publ)
The Board of Directors
For further information, please contact:
Tove Bergenholt, Head of IR & Communications
Email: tove.bergenholt@cerenoscientific.com
Phone: +46 73- 236 62 46
About Cereno Scientific AB
Cereno Scientific is pioneering treatments to enhance and extend life. The company’s innovative pipeline offers disease-modifying drug candidates to empower people suffering from rare cardiovascular and pulmonary diseases to live life to the fullest.
Lead candidate CS1 is an HDAC inhibitor that works through epigenetic modulation and represents a novel therapeutic approach by targeting the underlying mechanisms of pulmonary arterial hypertension (PAH). CS1 is a well-tolerated oral therapy with a favorable safety profile that has shown encouraging efficacy signals in a Phase IIa trial in patients with PAH, including improvements in right heart function, functional class, risk score and patient quality of life, with early signs consistent with reverse vascular remodeling. An Expanded Access Program confirmed CS1 to be well-tolerated with a favorable safety profile over 12 months of treatment and showed that a majority of patients completing treatment maintained or improved clinical status. CS1 is currently being evaluated in EPIMODE, a global, placebo-controlled Phase IIb trial in PAH. CS014 is a new chemical entity and HDAC inhibitor with a multimodal mechanism of action as an epigenetic modulator having the potential to address the underlying pathophysiology of a range of cardiovascular and pulmonary diseases with high unmet needs. CS014 showed a favorable safety and tolerability profile in Phase I, and is being advanced through a streamlined, FDA-aligned pathway toward Phase IIb in pulmonary hypertension associated with interstitial lung disease (PH-ILD). Cereno Scientific is also advancing the preclinical program CS585, an oral, highly potent and selective prostacyclin (IP) receptor agonist shown to prevent thrombosis without increased bleeding risk, currently being evaluated in antiphospholipid syndrome (APS).
The Company is headquartered in GoCo Health Innovation City in Gothenburg, Sweden, and has a US subsidiary, Cereno Scientific Inc., located in Kendall Square, Boston. Cereno Scientific is listed on the Nasdaq First North (CRNO B). The Company’s Certified Adviser is DNB Carnegie Investment Bank AB, certifiedadviser@carnegie.se. More information can be found on www.cerenoscientific.com.