The Extraordinary General Meeting of Flerie AB (publ) reg. no. 559067-6820 ("Flerie" or the "Company") has been held on 29 December 2025 at 10:00 CET at which the following resolutions were made.
Resolution on approval of merger plan and issue of merger consideration
In connection with the proposed merger between Flerie and Lipum AB (publ) (the "Merger"), the Extraordinary General Meeting resolved to approve the merger plan dated 18 November 2025 jointly adopted by the Boards of Directors of Flerie and Lipum. The merger plan was registered with the Swedish Companies Registration Office on 19 November 2025 and announced on 21 November 2025. According to the merger plan, the Merger shall be undertaken by way of absorption, with Flerie as the absorbing company and Lipum as the transferring company. Following the completion of the Merger, Lipums's operations will be contributed to a new subsidiary to Flerie's wholly owned subsidiary, Flerie Invest AB. According to the merger plan, the exchange ratio for the merger consideration has been determined in such way that 2.4421 shares in Lipum shall be exchanged for one (1) new ordinary share in Flerie (the "Merger Consideration"). The Merger is expected to be registered with the Swedish Companies Registration Office at the end of the first quarter of 2026 and will result in the dissolution of Lipum, whereby all of Lipum's assets and liabilities will be transferred to Flerie. Settlement of the Merger Consideration will take place following the Swedish Companies Registration Office's registration of the Merger.
The Extraordinary General Meeting further resolved to issue 3,755,920 new ordinary shares in Flerie as Merger Consideration in the Merger. Such issue of shares will increase Flerie's share capital by SEK 7,511,840. Entitled to receive the newly issued shares, with the exchange ratio set out above, are shareholders registered in the share register of Lipum on the date of the Swedish Companies Registration Office registration of the Merger. The reason for the deviation from the shareholders' preferential rights is that the newly issued shares shall constitute the Merger Consideration in the Merger. The shares in Lipum owned by Flerie's wholly owned subsidiary Flerie Invest AB will not entitle Flerie Invest AB to any Merger Consideration. The number of ordinary shares stated above is based on Lipum having a total of 21,212,438 shares outstanding as of 26 November 2025, and on Flerie Invest AB holding 12,040,104 shares in Lipum as of the same date. If the number of outstanding shares in Lipum changes, or the number of shares owned by Flerie Invest AB changes as a result of acquisitions or transfers of shares in Lipum, the number of newly issued shares set out above shall be adjusted accordingly. As of the date hereof, Flerie Invest AB holds 11,368,831 shares in Lipum.
The registration of the Merger with the Swedish Companies Registration Office is conditional upon the terms set out in the merger plan, including approval of the merger plan by the Extraordinary General Meetings of both Flerie and Lipum. Lipum's Extraordinary General Meeting to approve the merger plan will be held on 29 December 2025 at 13:00 CET. Following the Meeting, Lipum will publish a bulletin setting out the resolutions adopted by the Meeting.
For further information, please contact:
Ted Fjällman, CEO of Flerie
Telephone: +46 (0)76 600 89 26
The information was submitted for publication, through the agency of the contact person above, on 29 December 2025, at 10:30 CET.
About Flerie
Flerie is an active long-term life science investor, with a broad and diversified portfolio of innovative companies based on pioneering science. We invest in product development and commercial growth opportunities globally alongside other leading investors, focusing predominantly on private companies that are otherwise difficult to access. Flerie's active ownership model, broad network and resources support and accelerate the development of the portfolio projects, creating value for shareholders. Flerie AB's ordinary share is listed on Nasdaq Stockholm with the ticker FLERIE. For further information please visit www.flerie.com.
