Hørsholm, Denmark, 1 April 2026 - Today, on 1 April 2026, ExpreS2ion Biotech Holding AB ("ExpreS2ion" or the "Company") has held an Extraordinary General Meeting (the "EGM"). The notice to convene the EGM and complete proposals for resolutions taken are available on the Company's investor website, https://investor.expres2ionbio.com.
Resolution on amendment of the articles of association and reduction of the share capital to enable the intended rights issue of units
The EGM resolved, in accordance with the Board of Directors' proposal, to (a) amend § 4 of the Company's articles of association so that the share capital shall be not less than SEK 5,648,372.80 and not more than SEK 22,593,491.20, and (b) reduce the Company's share capital by SEK 10,041,551.672912, without cancellation of shares, whereby 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 intended rights issue of units of approximately SEK 53 million that the Board of Directors intends to resolve on, as announced in the Company's press release on 27 February 2026 (the "Rights Issue"). Following the reduction, the Company's share capital amounts to SEK 5,648,372.80 divided into a total of 3,530,233 shares, each share with a quota value of SEK 1.6.
Resolution on amendment of the articles of association
The EGM resolved, in accordance with the Board of Directors' three proposals, to amend §§ 4-5 of the Articles of Association, entailing:
- that the Articles of Association shall be amended so that the share capital shall be not less than SEK 13,440,000 and not more than SEK 53,760,000 and that the number of shares shall be not less than 8,400,000 and not more than 33,600,000;
- that the Articles of Association shall be amended so that the share capital shall be not less than SEK 26,880,000 and not more than SEK 107,520,000 and that the number of shares shall be not less than 16,800,000 and not more than 67,200,000; and
- that the Articles of Association shall be amended so that the share capital shall be not less than SEK 53,760,000 and not more than SEK 215,040,000 and that the number of shares shall be not less than 33,600,000 and not more than 134,400,000.
The resolutions under items a) - c) were conditional upon and shall be filed for registration with the Swedish Companies Registration Office after the Company having resolved on the Rights Issue. The EGM further resolved to authorise the Board of Directors to file for registration with the Swedish Companies Registration Office the articles of association under item a), item b) or item c) whose limits for the minimum and maximum number of shares and share capital in the Company are compatible with the total number of shares and share capital in the Company after the Board of Directors has resolved on the rights issue. In the event that the total number of shares and share capital in the Company after the Board of Directors has resolved on the rights issue is compatible with the amendments to the articles of association under all or some of items a) - c), the articles of association specifying the highest number of shares and share capital in the Company shall be filed for registration.
Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants
The EGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to, on one or more occasions prior to the next annual general meeting, resolve on the issuance of new shares, convertibles and/or warrants, with or without deviation from the shareholders' preferential rights, to be paid in cash, by way of contribution in kind and/or by way of set-off. The purpose of the authorisation is primarily to raise new capital in order to broaden the Company's shareholder base, increase the Company's flexibility, make payment for guarantee commitments in the form of units or in connection with acquisitions. To the extent that issuances are made with deviation from the shareholders' preferential rights, the issuance shall be made on customary market terms.
Determination of fees for the board of directors
The EGM resolved, in accordance with Allan Rosetzsky, AR CONSULT ApS, Martin Roland Holding ApS and Medic-Advice ApS' (the "Shareholders") proposal, that board fees shall be paid, in accordance with the fee levels resolved by the annual general meeting 2025, on a pro rata basis in relation to the length of the term of office.
Election of board members
The EGM resolved, in accordance with the Shareholders' proposal, to re-elect Martin Roland Jensen (chairman), Karin Garre and Jakob Knudsen and to elect Michel J. Baijot as board members for the period until the end of the next Annual General Meeting. Thus, the board of directors, for the period until the end of the next Annual General Meeting, will consist of Martin Roland Jensen (chairman), Karin Garre, Jakob Knudsen and Michel J. Baijot.
Certified Advisor
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, MFN, 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 infectious diseases and cancer. 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.
