Announcement from the Annual General Meeting in Biovica International AB

UPPSALA, SE / ACCESS Newswire / September 23, 2025 /Biovica International (STO:BIOVIC-B)(STO:BIOVIC.B)(FRA:9II) - The annual general meeting of Biovica International AB ("Biovica" or the "Company") was held today on 23 September 2025 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 2024/2025 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 1,675,000 in total, including remuneration for committee work (unchanged since 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 75,000 (SEK 75,000) to the chair and SEK 37,500 (SEK 37,500) to the other members of the audit committee and the remuneration committee.

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 Annika Carlsson Berg, Marie-Louise Fjällskog, Maria Holmlund, Anders Rylander and Jesper Söderqvist as directors, and to elect Niels Bogerd and Fredrik Alpsten as new directors. It was further resolved to elect Fredrik Alpsten 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.

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.

Implementation of performance share program 2025/2028:1
The annual general meeting resolved, in accordance with the shareholder Mats Danielsson 's proposal, to implement a performance share program for the Company 's board of directors ("Performance Share Program 2025/2028:1"). Performance Share Program 2025/2028:1 shall include a maximum of 1,980,900 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 the date of the annual general meeting 2025 until the date of the annual general meeting 2028.

In order to enable the delivery of class B shares under the Performance Share Program 2025/2028:1, the annual general meeting further resolved to issue a maximum of 1,853,100 warrants of series 2025/2028:1 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2025/2028:1. 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 123,540.

Implementation of performance share program 2025/2028:2
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 Sweden and Denmark ("Performance Share Program 2025/2028:2"). Performance Share Program 2025/2028:2 shall include a maximum of 1,980,900 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 the date of the annual general meeting 2025 until the date of the annual general meeting 2028.

In order to enable the delivery of class B shares under the Performance Share Program 2025/2028:2, the annual general meeting further resolved to issue a maximum of 1,980,900 warrants of series 2025/2028:2 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2025/2028:2. 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 132,060.

Implementation of performance share program 2025/2028:3
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 2025/2028:3"). Performance Share Program 2025/2028:3 shall include a maximum of 1,022,400 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 the date of the annual general meeting 2025 until the date of the annual general meeting 2028.

In order to enable the delivery of class B shares under the Performance Share Program 2025/2028:3, the annual general meeting further resolved to issue a maximum of 1,022,400 warrants of series 2025/2028:3 to the Company or other group companies, and to approve the transfer of warrants to participants in Performance Share Program 2025/2028:3. 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 68,160.

Approval of the board of directors ' resolution on a new share issue
The annual general meeting resolved to approve the board of directors ' resolution on 13 August 2025 to issue a maximum of 2,198,162 class B shares, with deviation from the shareholders ' preferential rights. The total increase of the Company 's share capital can amount to a maximum of SEK 146,544.133435. The subscription price for the new shares shall be SEK 0.63 per share, in total SEK 1,384,842.06 if all shares are subscribed for.

Right to subscribe for the new shares shall be attributed to guarantors who have applied for subscription in the rights issue and have not received full allotment, who shall be entitled and obliged to subscribe for shares pursuant to the authorization in accordance with guarantee commitments.

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

Anders Rylander, CEO
Phone: +46 76 666 16 47
E-mail: anders.rylander@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

Announcement from the annual general meeting in Biovica International AB

SOURCE: Biovica International

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