Subgen AI AB (publ) held its annual general meeting on 21 May 2026, whereby essentially the following resolutions were made.
Income statements and balance sheets
The meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2025.
Allocation of the company's profit and loss
The meeting resolved, in accordance with the proposal of the board of directors, that no dividend shall be paid for the financial year 2025 and that the company's funds at its disposal shall be carried forward.
Discharge from liability
The meeting resolved to grant discharge from liability to all persons who have had the position of board member or CEO in the company during 2025.
Remuneration of the board of directors and auditor
The meeting resolved, in accordance with the proposal of a group of shareholders, that the remuneration of the board of directors, per member elected by the meeting who is not employed by the company, shall be paid as follows: three (3) price base amounts to the chairman of the board of directors and two (2) price base amounts to ordinary board member.
The meeting resolved, in accordance with the proposal of a group of shareholders, that the renumeration to the company's auditor shall be paid according to approved invoices.
Election of the board of directors and auditor
The meeting resolved, in accordance with the proposal of a group of shareholders, that the number of auditors shall be one (1) without any deputy auditor.
The meeting resolved, in accordance with the proposal of a group of shareholders, that the board of directors shall consist of six (6) ordinary members without deputies. It was resolved to re-elect Lorenzo Serratosa Gallardo, José Iván Garcia, Christopher Dembik, Leandro Harillo, Fredrik Häglund and Eduardo Montes. José Iván Garcia was re-elected as chairman of the board of directors, in accordance with the proposal of a group of shareholders.
The meeting resolved, in accordance with the board's proposal, to elect the registered auditing firm Ernst & Young Aktiebolag as auditor for the period until the end of the next annual general meeting. Ernst & Young Aktiebolag has announced that the authorised public accountant Johan Andersson will continue to be the auditor in charge.
Resolution to amend the articles of association
The meeting resolved, in accordance with the proposal of the board of directors, to amend article 2 of the articles of association so that general meetings may also be held in Malmö.
Authorisation for the board of directors to resolve on share issue
The meeting resolved, in accordance with the board's proposal, to authorise the board of directors, for the period until the next annual general meeting, on one or more occasions, with or without pre-emption rights for the shareholders, to adopt resolutions to issue new shares, warrants and/or convertible debentures. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The company's share capital and number of shares may, by virtue of the authorisation, be increased by an amount and number that does not exceed the limits set out in the articles of association in force at any given time or as adopted by the general meeting.
The reason for the board of directors' authorisation to deviate from the shareholders' preferential rights is to enable the company to raise new capital, and/or strengthen the Company's financial position and/or to take advantage of future opportunities to attract new long-term owners. At a deviation from the shareholders' preferential rights, the issue rate shall be determined in accordance with market conditions, taking into account any discount on market terms.
For further information, please contact:
Lorenzo Serratosa, CEO Subgen AI AB
Email: ir@subgen.ai
About Subgen AI
Subgen AI (Nasdaq First North: SUBGEN) is a Stockholm-headquartered enterprise AI company serving clients in healthcare, financial services, energy, and the public sector across Europe, the United States, and Latin America. Its flagship platform, Serenity Star, enables organisations to deploy, govern, and scale generative AI with full EU AI Act compliance and data sovereignty. For more information, visit https://subgen.ai.
The Company's Certified Adviser is Eminova Fondkommission AB | adviser@eminova.se
