The shareholders of Biosergen AB, Reg. No. 559304-1295 (the "Company" or “Biosergen”), are invited to attend the extraordinary general meeting to be held on 6 August 2026 at 16:00 at BAHR Advokatbyrå at Birger Jarlsgatan 16, Stockholm. Registration for the meeting begins at 15:30.
Right to participate
Shareholders wishing to participate in the extraordinary general meeting must:
- be listed in the Company's share register kept by Euroclear Sweden AB as of 29 July 2026; and
- have given a notice of their intent to participate to the Company no later than on 31 July 2026. The notification should be made by e-mail to mark.beveridge@biosergen.net or by post to BAHR Advokatbyrå AB, Att. My Gabrielsson, Birger Jarlsgatan 16, SE-114 34 Stockholm. The notification should specify the shareholder's complete name, personal identity number or company registration number, address, telephone number and the number of shares held by the shareholder.
Trustee-registered shares
Shareholders whose shares are registered in the name of a bank or other nominee or trustee must, to be able to exercise their voting rights at the extraordinary general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than 31 July 2026. Accordingly, shareholders must notify their trustee and request such voting rights registration well before this date.
Proxy etc.
A proxy representing a shareholder must bring a valid written power of attorney to the extraordinary general meeting that is dated and signed by the shareholder. The power of attorney shall not be dated more than one year before the date of the extraordinary general meeting, unless it specifically stipulates that it will remain valid and in effect for a longer period of time (but not longer than five years). Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation submitted in advance. A template power of attorney can be found at the Company's website (www.biosergen.net) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of voting register.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination of whether the meeting was duly convened.
- Resolution on amendment of the articles of association and reduction of the share capital to enable the rights issue of shares pursuant to item 9.
a)The board of directors' proposal to resolve on amendment of § 4 of the articles of association.
b)The board of directors' proposal to resolve on reduction of the share capital.
- Resolution on amendment of the articles of association.
- Resolution on approval of the board of directors' resolution on a rights issue of shares.
- Resolution on approval of the merger plan.
- Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the meeting
The board of directors proposes that Emil Hedberg, member of the Swedish Bar Association, is elected as chairman of the meeting, or, in his absence, the person determined by the board of directors.
Item 7: Resolution on amendment of the articles of association and reduction of the share capital to enable the rights issue of shares pursuant to item 9
General information regarding the board of directors' proposal under item 7
In order to enable the implementation of the board of directors' resolution on a new issue of shares pursuant to item 9, it is proposed that the general meeting resolves on a reduction of the share capital and an adjustment of the limits of the share capital in the articles of association. The matters under items 7 a) – b) constitute one proposal and shall be dealt with by the general meeting as a whole through one resolution. The resolution under this item 7 is conditional upon the general meeting also resolving in accordance with items 8, 9, 10 and 11 of this notice, and the general meeting of Flerie AB resolving to approve the merger plan adopted by the board of directors of Biosergen and Flerie AB, respectively, on 26 June 2026.
Item 7 a) – The board of directors' proposal to resolve on amendment of § 4 of the articles of association
In order to enable the share capital reduction under item 7 b), the board of directors proposes that the general meeting resolves to amend the limits of the share capital pursuant to § 4 of the articles of association as follows.
§ 4 of the articles of association is proposed to have the following wording.
Proposed wording
The share capital shall be not less than SEK 1,100,000 and not more than SEK 4,400,000. The number of shares shall be not less than 1,250,000 and not more than 5,000,000.
Item 7 b) – The board of directors' proposal to resolve on reduction of the share capital
The board of directors proposes that the general meeting resolves on a reduction of the Company's share capital by SEK 4,696,464.30. The reduction shall be carried out without cancellation of shares. The reduction amount shall be allocated to unrestricted equity. The reduction is carried out in order to reduce the quota value of the shares and to enable the issue proposed for approval under item 9. Following the reduction, the Company's share capital will amount to SEK 1,174,116.00 divided among a total of 2,348,232 shares (prior to the new issue of shares pursuant to item 9), each share with a quota value of SEK 0.50.
The board of directors' report pursuant to Chapter 20, Section 13, fourth paragraph, of the Swedish Companies Act
The effect of the board of directors' proposal is that the Company's share capital is reduced by SEK 4,696,464.30, from SEK 5,870,580.30 to SEK 1,174,116.00. The new issue of shares of approximately SEK 39.9 million, pursuant to item 9, which is covered by subscription and guarantee commitments of approximately SEK 39.9 million, entails that the share capital simultaneously increases by a total of SEK 39,919,944.00. The share capital reduction and the completion of the rights issue pursuant to item 9 are conditional upon each other. By completing the rights issue, the share capital of the Company will, in connection with the registration of the share capital reduction with the Swedish Companies Registration Office, simultaneously increase by at least the amount by which the share capital has been reduced. By completing the rights issue simultaneously with the reduction, the Company may execute the reduction resolution without permission from the Swedish Companies Registration Office or a general court, since the measures collectively entail that neither the Company's restricted equity nor its share capital is reduced.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirements
A valid resolution under this item 7 requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 8: Resolution on amendment of the articles of association
In order to enable the registration of the rights issue of shares resolved by the board of directors of the Company on 26 June 2026, the board of directors proposes that the general meeting resolves on an amendment of the limits of the share capital and the number of shares in the Company's articles of association. The resolution under this item 8 is conditional upon the general meeting also resolving in accordance with items 7, 9, 10 and 11 of this notice, and the general meeting of Flerie AB resolving to approve the merger plan adopted by the board of directors of Biosergen and Flerie AB, respectively, on 26 June 2026.
Proposed wording of § 4:
The share capital shall be not less than SEK 37,500,000 and not more than SEK 150,000,000. The number of shares shall be not less than 75,000,000 and not more than 300,000,000.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirements
A valid resolution under this item 8 requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 9: Resolution on approval of the board of directors' resolution on a rights issue of shares
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution of 26 June 2026 on a new issue of shares with preferential rights for the Company's shareholders. The resolution under this item 9 is conditional upon the general meeting also resolving in accordance with items 7, 8, 10 and 11 of this notice, and the general meeting of Flerie AB resolving to approve the merger plan adopted by the board of directors of Biosergen and Flerie AB, respectively, on 26 June 2026. Otherwise, the following conditions shall apply.
A maximum of 79,839,888 shares shall be issued, entailing an increase of the share capital by a maximum of SEK 39,919,944.00.
The right to subscribe for shares shall, in accordance with the shareholders' preferential rights, vest with those who are registered as shareholders in the Company on 10 August 2026 (the "Record Date"). Each shareholder receives one (1) subscription right for each share held. One (1) subscription right entitles to subscription of thirty-four (34) shares.
The subscription price for each share is SEK 0.50. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve.
Subscription for shares, with preferential rights, is made with the support of subscription rights. The right to receive subscription rights to subscribe for shares with preferential rights, shall vest with persons registered as shareholders in the Company as of the Record Date in the share register kept by Euroclear Sweden AB.
Subscription of shares with the support of subscription rights must be made by simultaneous cash payment during the period from, and including, 12 August 2026, until, and including, 26 August 2026. The board of directors has the right to extend the subscription and payment period.
Subscription of shares without the support of subscription rights must be made on a special subscription list during the period commencing on, and including, 12 August 2026, until, and including, 26 August 2026. Payment for shares that are subscribed for without the support of subscription rights must be paid in cash in accordance with the instructions on the transaction note no later than the second banking day after notification of allocation is sent to the subscriber through transaction note. The board of directors has the right to extend the subscription and payment period.
In the event all shares in the rights issue are not subscribed for with the support of subscription rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of shares subscribed for without the support of subscription rights in accordance with the following principles:
(i)Firstly, allocation shall be made to those who subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in case of oversubscription, in relation to the number of subscription rights that each party has exercised for the subscription of shares, and, if this is not possible, by drawing lots.
(ii)Secondly, allocation shall be made to other subscribers who subscribed for shares without the support of subscription rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
(iii)Thirdly, allocation of any remaining shares shall be made to guarantors in accordance with signed guarantee commitments. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.
The new shares issued in the rights issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB.
Special majority requirements and conditions
Flerie Invest AB, a wholly owned subsidiary of Flerie AB, has, within the framework of the rights issue, entered into a guarantee undertaking of up to SEK 18.9 million. The Swedish Securities Council has granted Flerie Invest AB an exemption from the mandatory bid obligation that may arise if Flerie Invest AB fulfils its guarantee undertaking by subscribing for shares in the rights issue, on the condition that the shareholders are informed, prior to the extraordinary general meeting, of the maximum capital and voting share that Flerie Invest AB may obtain by fulfilling its guarantee undertaking, and that the extraordinary general meeting's resolution on the rights issue is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Flerie Invest AB.
The maximum capital and voting share that Flerie Invest AB may obtain by fulfilling its guarantee undertaking, provided that the rights issue is not fully subscribed, is approximately 46.0 percent of the shares and votes in the Company (calculated on the number of shares in the Company following the rights issue, excluding any shares issued as guarantee compensation).
A valid resolution under this item 9 requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
Item 10: Resolution on approval of the merger plan
In order to implement the proposed merger between Flerie AB and Biosergen (the "Merger"), the board of directors proposes that the meeting resolves to approve the merger plan.
The resolution under this item 10 is conditional upon the general meeting also resolving in accordance with items 7, 8, 9 and 11 of this notice, and the general meeting of Flerie AB resolving to approve the merger plan adopted by the board of directors of Biosergen and Flerie AB, respectively, on 26 June 2026.
The board of directors proposes that the meeting resolves to approve the merger plan, dated 26 June 2026, which has been jointly adopted by the boards of directors of Flerie AB and Biosergen. The merger plan was registered with the Swedish Companies Registration Office on 30 June 2026 and announced on 2 July 2026. According to the merger plan, the Merger shall be undertaken by way of absorption, with Flerie AB as the absorbing company and Biosergen as the transferring company. Following the completion of the Merger, Biosergen’s operations will be contributed to a new subsidiary of Flerie AB's wholly owned subsidiary Flerie Invest AB. According to the merger plan, the exchange ratio for the merger consideration has been determined in such a way that thirty-one (31) shares in Biosergen shall be exchanged for one (1) new ordinary share in Flerie AB. Registration of the Merger with the Swedish Companies Registration Office is conditional upon the conditions in the merger plan, inter alia that the extraordinary general meetings of both Flerie AB and Biosergen approve the merger plan. The Merger is expected to be registered with the Swedish Companies Registration Office during the last quarter of 2026 and will result in the dissolution of Biosergen, whereby all of Biosergen’s assets and liabilities will be transferred to Flerie AB. Settlement of the merger consideration will take place following the Swedish Companies Registration Office registration of the Merger.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
Majority requirements
A valid resolution under this item 10 requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 11: Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants
The resolution under this item 11 is conditional upon the general meeting also resolving in accordance with items 7, 8, 9 and 10 of this notice, and the general meeting of Flerie AB resolving to approve the merger plan adopted by the board of directors of Biosergen and Flerie AB, respectively, on 26 June 2026.
The board of directors proposes that the extraordinary general meeting resolves to authorise the board of directors, up until the next annual general meeting, at one or several occasions, to resolve on the issue of shares, convertibles and/or warrants, with or without deviation from the shareholders' preferential rights, to be paid in cash, through contribution in kind and/or through set-off. The number of shares that may be issued pursuant to the authorisation, and thereby the increase of the share capital, shall not be limited in any other way than what follows from the limits of the number of shares and the share capital set out in the articles of association in force from time to time.
The reason for why the board of directors should be able to resolve on issues without preferential rights for the shareholders as set out above is primarily to be able to source new capital to broaden the Company's shareholder base, increase the Company's flexibility, make payment for guarantee undertakings in the form of shares or in connection with acquisitions. In case the authorisation is used for a new issue with deviation from the shareholders' preferential rights, the issue shall be made on customary market terms. If the board of directors deems it appropriate to enable delivery of shares in connection with an issue as set out above, this may be made at a subscription price corresponding to the quota value of the shares.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
Majority requirements
A valid resolution under this item 11 requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Disclosures at the extraordinary general meeting
Shareholders present at the extraordinary general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Meeting documents
Documents pursuant to the Swedish Companies Act and a merger document, including, inter alia, the merger plan will be available at the Company's office, Fogdevreten 2A, SE-171 65 Solna, Sweden and at the Company's website (www.biosergen.net) as from no later than three weeks before the extraordinary general meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the extraordinary general meeting.
Number of shares and votes in the Company
As of the date of this notice to attend the extraordinary general meeting, the total number of shares and votes in the Company amounts to 2,348,232.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
Solna in July 2026
Biosergen AB
The Board of Directors
For further information about Biosergen, please contact:
Tine Kold Olesen, CEO
Telephone: +45 3135 5707
E-mail:tine.olesen@biosergen.net
Mark Beveridge, CFO
Telephone: +46 76 805 8288
E-mail:mark.beveridge@biosergen.net
The Company's Certified Adviser is DNB Carnegie Investment Bank AB (publ).
About Biosergen
Biosergen is a clinical-stage biotechnology company in the therapeutic area of life-threatening fungal diseases. Biosergen aims to develop the drug candidate BSG005, including new formulations, into a new first-line treatment for resistant and/or difficult-to-treat invasive fungal infections. The company strives to set a new standard for combating these infections where current treatments are insufficient, thereby saving thousands of lives each year among cancer patients with compromised immune systems, transplant recipients and AIDS patients.