Notice to Extraordinary General Meeting in BioInvent International AB
Summary by AI BETAClose X
The shareholders of BioInvent International AB (publ), Reg. No 556537-7263, are hereby invited to attend the Extraordinary General Meeting to be held at 4.00 pm, December 1, 2026 at the Alfa house on Scheelevägen 15 in Lund, Sweden.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Extraordinary General Meeting also by voting in advance by post in accordance with the regulations in BioInvent’s articles of association.
A. RIGHT TO PARTICIPATE, NOTIFICATION OF ATTENDANCE AND VOTING IN ADVANCE
A shareholder who wishes to attend the meeting room or who wishes to exercise its voting rights by voting in advance by post must be recorded in the share register maintained by Euroclear Nordics AB (“Euroclear”), as of November 23, 2026; and must
(i) in the event of participation in the meeting room: give notice of attendance to the company no later than November 27, 2026, preferably before 4 p.m.
Notice of attendance is submitted by regular mail to BioInvent International AB, Ideongatan 1, SE‑223 70 Lund, Sweden, att: Stefan Ericsson, by telephone +46 46 286 85 50 or by e-mail stefan.ericsson@bioinvent.com. The notice of attendance shall include name of the shareholder, personal or corporate identity number, address, phone number and, if applicable, the name of any representative (no more than two).
(ii) in the event of participation by voting in advance by post: give notice of attendance by submitting its advance vote to the company no later than November 27, 2026, preferably before 4 p.m., so that the advance vote is received by BioInvent no later than that day.
A special form shall be used for advance voting. The form is available on the company’s website, www.bioinvent.com. The completed and signed form shall be sent to BioInvent by e-mail to stefan.ericsson@bioinvent.com or by regular mail to BioInvent International AB, Ideongatan 1, SE‑223 70 Lund, Sweden, att: Stefan Ericsson.
The shareholder may not provide the advance vote with specific instructions or conditions. If so, the entire vote is invalid. Further instructions and conditions are included in the form for advance voting.
Anyone who wants to attend the meeting room in person or through a representative must give notice according to the instructions stated under (i) above. This means that a notice of participation only through advance vote is not enough for those who want to attend the meeting room.
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. Forms of power of attorney are available on the company’s website, www.bioinvent.com. If the shareholder is a legal entity, a certificate of incorporation, or corresponding authorization document, must be attached. The power of attorney together with any registration certificate and other authorization documents should be sent to the company at the address set out above in connection with the notice of participation or, if applicable, advance voting.
Nominee-registered shares
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the Extraordinary General Meeting (so called “voting rights registration”). The shareholders’ registers as of the record date on November 23, 2026 will include voting rights registrations made no later than November 25, 2026. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.
B. AGENDA FOR THE MEETING
Proposal for agenda
1. Opening of the meeting
2. Election of Chairperson of the meeting
3. Preparation and approval of the voting list
4. Election of persons to approve the minutes
5. Determination of compliance with the rules of convocation
6. Approval of the agenda
7. Resolution to amend the articles of association
8. Approval of the Board of Directors’ resolution on a new issue of shares
9a. Establishment of the number of members of the Board of Directors
9b. Establishment of fees for members of the Board of Directors
9c. Election of members of the Board of Directors
10. Closing of the meeting
Proposals regarding items on the agenda
Election of Chairperson of the meeting (item 2)
The Board of Directors proposes that Board secretary and attorney Madeleine Rydberger will be Chairperson of the meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by the company based on the shareholders’ register for the Extraordinary General Meeting prepared by Euroclear, shareholders having given notice of participation and being present in the meeting room, and advance votes received.
Resolution on an amendment to the articles of association (item 7)
To enable the new issue of shares set out in item 8 and to adjust the limits on the share capital and the number of shares after the new issue of shares, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the company’s articles of association as set out below.
| Current wording | Proposed wording |
| 4§ The share capital shall amount to no less than 7,500,000 Swedish kronor (SEK) and no more than 30,000,000 Swedish kronor (SEK). | 4§ The share capital shall amount to no less than 18,000,000 Swedish kronor (SEK) and no more than 72,000,000 Swedish kronor (SEK). |
| 5§ The number of shares shall be not less than 37,500,000 and not more than 150,000,000. | 5§ The number of shares shall be not less than 90,000,000 and not more than 360,000,000. |
The Board of Directors, or whomever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the Extraordinary General Meeting’s resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office.
The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.
The resolution to amend the articles of association under this item 7 is conditional upon the Extraordinary General Meeting approving the Board of Director’s resolution under item 8. Registration of the proposed amendment in item 7 requires that the share capital and the number of shares in the company, following the completion of the new share issue pursuant to item 8, fall within the range for minimum and maximum share capital and minimum and maximum number of shares specified in the proposal under this item 7. In the event that the new share capital and number of shares in the company as a result of the new issue of shares under item 8 fall within the limits of the existing articles of association, the Board of Directors may refrain from submitting the now proposed articles of association for registration.
Approval of the Board of Directors’ resolution on a new issue of shares (item 8)
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors’ resolution regarding a new issue of shares in the company on the following principal terms and conditions.
- The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on November 27, 2026 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued (and thus the number of existing shares that shall entitle to subscription for a certain number of new shares) and the subscription price per share.
- The company’s shareholders shall have preferential right to subscribe for the new shares in proportion to the shares previously owned.
- In case the subscription price for the new shares exceeds the quota value of the previous shares, the excess amount shall be added to the unrestricted share premium reserve.
- If not all shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, shares shall be allotted firstly to those who have applied for subscription and subscribed for shares by exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights that each of them exercised for subscription, secondly to those who have applied for subscription without the exercise of subscription rights, pro rata in relation to their applied interest, and thirdly to those who have entered into guarantee undertakings for the subscription of new shares, in accordance with the terms and conditions of each guarantee undertaking. To the extent allotment according to the above cannot be done pro rata, allotment will be determined by drawing of lots.
- The record date for entitlement to participate in the rights issue with pre-emptive right shall be December 3, 2026.
- Subscription for shares by exercise of subscription rights shall be made by simultaneous cash payment during the period as from December 7, 2026 up to and including December 21, 2026. Subscription for new shares without subscription rights shall be submitted during the same period on a separate subscription list. Payment for new shares subscribed for without subscription rights shall be made in cash no later than on the second bank day from dispatch of the contract note setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for subscription and payment.
- The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
In the event that the share capital and the number of shares in the new share issue, taking into account the final terms of the new share issue determined by the Board of Directors, do not fall within the limits set out in the existing articles of association for share capital and the number of shares, the new share issue will require an amendment to the articles of association.
The Board of Directors, or whomever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the above resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear.
In the event that the share capital and the number of shares in the new share issue, taking into account the final terms of the new share issue determined by the Board of Directors, do not fall within the limits set out in the existing articles of association, the resolution to approve the Board of Director’s resolution on a new issue of shares under this item 8 is conditional upon the Extraordinary General Meeting approving the Board of Director’s proposal under item 7.
Elections and fees (items 9a-c)
In connection with its financial support in the new issue of shares, Van Herk Investments B.V., in its capacity as one of the company’s largest shareholders, has informed the company that it proposes the following:
a. The Board of Directors shall be increased by one Board member and shall thereafter consist of seven members elected by the General Meeting.
b. The annual fees (including fees for committee work) per Board member, as resolved by the Annual General Meeting on 29 April 2026, shall continue to apply, entailing a certain increase of the total fees since the number of Board members is increased by one member. Fees (including fees for committee work) are to be paid to incoming Board members pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2026 until the end of the next Annual General Meeting.
c. New election of Dharminder Chahal as a Board member for the period until the close of the next Annual General Meeting.
Dharminder Chahal (born in 1976) holds an M.Sc. in Aerospace Engineering and an M.Sc. in Business Economics, and has spent two decades in the life sciences industry. He began his career in investment banking and asset management at Kempen & Co and Robeco, and is now managing director of Exponential B.V., where he advises Van Herk Investments, currently BioInvent’s second largest shareholder. He has supported companies through successful exits, including Crucell (acquired by Johnson & Johnson), deVGen (Syngenta) and Ablynx (Sanofi). He is also co-founder and CEO of SkylineDx, which develops oncology diagnostics. He was involved in the foundation and financing of Sairopa, where he is Managing Director. Sairopa is a clinical-stage company developing cancer treatments that modulate the patient’s immune system. He also serves on the boards of several companies, including Mendus and Pan Cancer T. Dharminder Chahal previously served on BioInvent’s Board from 2013 to 2023 (with a break between 2016 and 2017), and has been a member of the nomination committee and is well placed to contribute to the company’s continued development in immuno-oncology. He has extensive experience of board roles in the life sciences sector, as well as extensive business development experience.
Dharminder Chahal is considered independent in relation to the company and senior executives but dependent in relation to major shareholders. His current shareholding in BioInvent is 294,695 shares.
C. RIGHT TO REQUEST INFORMATION
The Board of Directors and the Managing Director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda.
D. AVAILABLE DOCUMENTS ETC
Advance voting form and proxy form are available at the company’s website, www.bioinvent.com. The Board of Directors’ resolution and proposal in accordance with items 7 and 8, and other documents to be held available according to the Swedish Companies Act, will be available on the company’s website on November 10, 2026, at the latest, and be distributed to shareholders who so request and state their postal address.
At the time of this notice, the total number of shares and votes in the company amounts to 65,804,362.
E. 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.
If you have questions regarding our processing of your personal data, you can contact us by emailing dataprotection@bioinvent.com. BioInvent International AB (publ) has company registration number 556537-7263 and the Board’s registered office is in Lund.
_________________________
Lund in October 2026
The Board of Directors
BIOINVENT INTERNATIONAL AB (publ)
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