Helsingborg, Sweden, 25 June 2026 – The Annual General Meeting 2026 (the "AGM") of ExpreS2ion Biotech Holding AB ("ExpreS2ion" or the "Company") was held today on 25 June 2026. The notice to convene the AGM and the complete proposals for the resolutions adopted are available on the Company's investor website, https://investor.expres2ionbio.com.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement, balance sheet, and the group income statement and group balance sheet as presented in the annual report.
Allocation of profit
The AGM resolved, in accordance with the Board of Directors' proposal, that all funds available to the AGM shall be carried forward.
Discharge from liability
The Board of Directors and the CEO were discharged from liability for the financial year 2025.
Election of the Board of Directors, auditor and remuneration
The AGM resolved, in accordance with the shareholders Martin Roland Holding ApS and Medic-Advice ApS (the "Shareholders") proposal, that the Board of Directors shall consist of four directors without deputies. The AGM further resolved, in accordance with the Shareholders’ proposal, that the number of auditors shall be one registered accounting firm.
The AGM further resolved, in accordance with the Shareholders’ proposal, that the remuneration to the Board of Directors shall amount to SEK 625,000 in total and shall be paid to the Board of Directors as follows:
The AGM resolved, in accordance with the Shareholders’ proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.
The AGM resolved, in accordance with the Shareholders’ proposal, to re-elect Martin Roland Jensen, Jakob Knudsen, Karin Garre and Michel Baijot as directors of the board and to re-elect Martin Roland Jensen as chairman of the board.
The AGM resolved, in accordance with the Shareholders’ proposal, to re-elect Ernst & Young Aktiebolag as the Company's auditor. Ernst & Young Aktiebolag has informed the Company that Daniel Åkeborg will continue to act as auditor in charge.
Resolution to implement incentive program 2026/2032
The AGM resolved, in accordance with the Board of Directors' proposal, that the Company shall implement an incentive program through issuance of warrants to senior executives in the company group and/or to ExpreS2ion Biotechnologies ApS (the "Subsidiary") with subsequent transfer to senior executives in the company group (the "Incentive Program 2026/2032").
As a result of Incentive Program 2026/2032, the Company will issue a maximum of 1,187,449 warrants, which may result in a maximum increase of the Company's share capital of approximately SEK 1,899,918.40. Upon full exercise of all warrants, 1,187,449 new shares can be issued, which corresponds to a dilution of approximately 4.76 percent of the total number of shares and votes in the Company.
The warrants shall be subscribed for by senior executives in the company group and/or the Subsidiary, with the right and obligation for the Subsidiary to, at one or several occasions, transfer the warrants to senior executives who are or will become employed by the company group, at a price equal to the fair market value of the warrant or at no consideration (subject to being tax neutral for the company group) and otherwise on the same terms as in the issuance. The Subsidiary has the right to subscribe for warrants without consideration and the senior executives in the company group have the right to subscribe for or acquire the warrants at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model, or at no consideration (subject to being tax neutral for the company group).
Each warrant entitles to subscription of one (1) new share in the Company during the period from and including 3 July 2027 until and including 2 July 2032. The Incentive Program 2026/2032 is a six-year program with a vesting period of the first three years, whereby one-third of the warrants vest each year. The warrants may be exercised during annual exercise windows with successively higher subscription prices based on the volume weighted average price at Nasdaq First North Growth Market during ten trading days up to and including the date of the AGM.
Authorisation for the Board of Directors to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors during the period up until the next Annual General Meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with deviation from the shareholders' preferential rights, corresponding to not more than 30 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the Annual General Meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the Board of Directors to resolve on issuances with deviation from the shareholders' preferential rights in accordance with the above is primarily for the purpose of broadening the shareholder base, raising new capital to increase flexibility of the Company or in connection with acquisitions.
The AGM further resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, on one or more occasions until the next Annual General Meeting, without deviating from the shareholders' preferential rights, against payment in cash, in kind and/or by way of set-off, resolve on a new issue of shares, convertibles and/or warrants.
For further details regarding the resolutions set out above, refer to the complete proposals in the notice and the annual report available at the Company's website, www.expres2ionbio.com.
Certified Adviser
Redeye Nordic Growth AB
For further information about ExpreS2ion, please contact:
Bent U. Frandsen, CEO
Keith Alexander, CFO
E-mail: investor@expres2ionbio.com
The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
About ExpreS2ion
ExpreS2ion is a biotechnology company focused on the development of innovative active immunotherapies and vaccines for cancer and infectious diseases. The company has developed the ExpreS2™ platform, a proprietary protein expression technology used across more than 500 recombinant protein and virus-like particle (VLP) projects spanning research, diagnostics, and therapeutic development. Proteins produced using the ExpreS2 platform are being evaluated in multiple clinical programmes worldwide. The platform has also been applied in partnered development programmes that have progressed into late-stage clinical evaluation, including Phase III studies that have met their primary endpoints. The platform, marketed as GlycoX-S2™, includes functionally modified glycosylation variants designed to enhance immunogenicity and pharmacokinetics. ExpreS2ion develops novel VLP-based vaccines in association with AdaptVac ApS, of which ExpreS2ion owns 34%. ExpreS2ion Biotech AB is listed on Nasdaq First North Growth Market. For additional information, please visit www.expres2ionbio.com.