UPPSALA, SE / ACCESS Newswire / September 9, 2026 / Biovica International (STO:BIOVIC-B)(STO:BIOVIC.B)(FRA:9II) - The shareholders of Biovica International AB, reg. no. 556774-6150 (the "Company"), are hereby invited to the extra general meeting to be held on Wednesday 30 September 2026, at 14:30 CEST at Baker McKenzie Advokatbyrå's office at Mäster Samuelsgatan 17, 111 44, in Stockholm.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
i. on the record date, which is on Tuesday 22 September 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the extra general meeting no later than on Thursday 24 September 2026. The notification shall be in writing to Baker McKenzie Advokatbyrå, Attn: Carl Isaksson, Box 180, 101 23 Stockholm or via e-mail to carl.isaksson@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 22 September 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 24 September 2026 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Thursday 24 September 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website, www.biovica.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
Opening of the meeting.
Election of chair of the meeting.
Preparation and approval of the voting list.
Election of one or more persons to certify the minutes.
Examination of whether the meeting has been properly convened.
Approval of the agenda.
Resolution regarding approval of the board of directors' resolution on a rights issue of shares.
Resolution regarding approval of the board of directors' resolution on a directed issue of shares.
Closing of the meeting.
Proposed resolutions
Item 2: Election of chair of the meeting
The board of directors proposes that Carl Svernlöv, attorney at law, at Baker McKenzie Advokatbyrå is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 7: Resolution regarding approval of the board of directors' resolution on a rights issue of shares
The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution on 9 September 2026 on a rights issue of a maximum of 97,303,733 shares as follows:
The board of directors of the Company resolves, subject to the subsequent approval of the extra general meeting, on a rights issue of a maximum of 97,303,733 B shares as follows:
The subscription price to be paid for each share shall be SEK 0.30, in total SEK 29,191,119.90 if all shares are subscribed for. The share premium shall be transferred to the non-restricted share premium fund.
Through the new share issue, the Company's share capital may be increased by a maximum of SEK 6,486,915.537812.
Those who on the record date 5 October 2026 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right to subscribe for new B shares at a subscription price of SEK 0.30 per share. Shareholders receive one (1) subscription right for each share, regardless of share class, held as of the record date. Three (3) subscription rights entitle the holder to subscribe for one (1) new B share in the rights issue.
Subscription for shares with subscription rights shall be made by payment in cash during the period from 7 October 2026 up until and including 21 October 2026. Subscription for shares without subscription rights shall be made on a special subscription list during the period from 7 October 2026 up until and including 21 October 2026. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that includes a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
Allotment will be made firstly to shareholders who have preferential subscription rights to new B shares pro rata to their existing shareholding (primary preferential right). Secondly, B shares not subscribed for by exercising primary preferential rights shall be offered to all shareholders (secondary preferential right). If the entire number of B shares subscribed for by exercising secondary preferential rights cannot be issued, the B shares shall be allotted between the subscribers pro rata to their existing shareholding, and if this is not possible, by drawing lots. In the event of a sale or transfer of subscription rights (the primary preferential right), the secondary preferential right is transferred to the new holder of the subscription right. Third, B shares will be allotted to others who have registered to subscribe for shares in the rights issue without subscription rights and, in the event that they cannot obtain full allotment, allotment shall be made in proportion to the number of B shares which each of the subscribers has applied to subscribe for and, to extent that this cannot be done, by drawing of lots. Finally, allotment of the remaining B shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee and on a pro rata basis in relation to their respective guarantee.
In the event that a person subscribes for shares that result in the person's total shareholding exceeds a limit that means that the person's acquisition will be subject to reporting under the Swedish Foreign Direct Investments Screening Act (2023:560), allotment shall initially only be made to a level where the person falls below the said limit, and allotment of the excess amount of the subscription shall be conditional on the person obtaining the necessary approvals under the Act (2023:560).
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Item 8: Resolution regarding approval of the board of directors' resolution on a directed issue of shares
The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution on 9 September 2026 on a directed issue of a maximum of 7,071,112 B shares, with deviation from the shareholders' preferential rights, as follows:
The board of directors of the Company resolves, subject to the subsequent approval of the extra general meeting, to issue a maximum of 7,071,112 B shares, without preferential rights for the Company's shareholders, as follows:
The total increase of the Company's share capital can amount to a maximum of SEK 471,407.466993.
The subscription price for the new shares shall be SEK 0.30 per share, in total SEK 2,121,333.60 if all shares are subscribed for.
Right to subscribe for the new shares, by departure from the shareholders' preferential rights, shall be attributed to HDF Cancer Monitoring BV ("HDF"), which is the Company's guarantor in the rights issue resolved by the board of directors 9 September 2026. The board of directors' resolution on the rights issue shall be approved at an extra general meeting on 30 September 2026.
Subscription for shares and payment for subscribed shares shall be made by way of set-off against the Company's debt to the HDF on a separate subscription list no later than 31 October 2026. The board of directors shall have the right to extend the subscription period. HDF's claim against the Company amounts to an aggregate maximum of SEK 2,121,333.60, representing a 10 percent underwriting fee on the guaranteed amount in the rights issue to be settled through the issuance of newly issued B shares. The board of directors has assessed that the set-off is not detrimental to the Company or its creditors.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB.
The reasons for the deviation from the shareholders' pre-emption rights are that the directed issue is being carried out in order to pay remuneration for the underwriting commitment provided by HDF in connection with the rights issue resolved by the Company's board of directors on 9 September 2026. The directed issue aims to increase the prospects of a successful outcome of the rights issue, pursuant to which the Company is guaranteed that the full amount of the rights issue is received by the Company, is expected to strengthen the Company's financial position and enable the Company to (i) continue the Company's commercialisation of DiviTum TKa in the US, and (ii) expanding the Company's pharma service offering. As the guarantee is provided by the Company's principal shareholder, it is also assessed to strengthen the Company's base of long-term shareholders. With regard to the subscription price in the directed issue, the board of directors notes the following. The subscription price has been determined through arm's-length negotiations between the Company and HDF. Furthermore, the board notes that the rights issue and the directed issue are administered by the Company's external financial adviser, Zonda Partners AB ("Zonda"). Based on prevailing market conditions and a review of comparable transactions carried out during the past 12 months, Zonda has informed the Company of its assessment that the proposed subscription price in the directed issue, which corresponds to the subscription price in the rights issue, falls within the range observed in such comparable transactions and is therefore considered to be consistent with market standard. In this assessment, it has been noted that the subscription price in a directed issue, comparable to the directed issue and carried out in parallel with a rights issue, in several cases corresponds to the subscription price in such rights issue.
The board of directors notes in particular the following circumstances in support of the assessment that the subscription price is consistent with market terms:
the subscription price in the rights issue (which corresponds to the subscription price proposed in the directed issue) represents a discount to TERP of approximately 23 percent;
this discount is assessed to be lower than what has otherwise been observed on the market under comparable circumstances, where a discount to TERP of up to 35 per cent is common, with an estimated average of approximately 30 percent; and
in the rights issue, HDF will receive an underwriting fee corresponding to 10 percent of the guaranteed amount, which as a starting point shall be paid in shares issued at the same subscription price as in the Rights Issue. By way of comparison, it is noted that underwriting fees on the market under comparable circumstances correspond to approximately 12 percent in cash or 14 percent in shares, with a subscription price that often corresponds to the subscription price in the rights issue carried out in parallel.
The board's overall assessment is therefore that the rights issue and the directed issue, including the proposed subscription price, are structured on market terms.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Other information - exemption from mandatory bid obligation
HDF, Cornelia Willemina Kuijvenhoven, Cornelis Jan Bogerd and Cornelis Peter Bogerd, who are regarded as related parties under the applicable Takeover Rules1 (in this section "HDF and related parties"), have, prior to the Rights Issue, in accordance with item 7 applied for, and been granted, an exemption from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) from the mandatory bid obligation that could otherwise arise if HDF and related parties fulfil their respective subscription commitments and HDF the guarantee undertaking, including such shares as HDF receives as guarantee compensation in accordance with item 8, whereby HDF and related parties' aggregate holding in the Company may come to amount to three-tenths or more of the total number of votes for all shares in the Company.
The exemption granted by the Swedish Securities Council covers shares that HDF and related parties subscribe for pursuant to subscription commitments, shares that HDF may subscribe for through the guarantee undertaking, and shares that HDF receives as compensation for the guarantee undertaking.
The exemption from the Swedish Securities Council is conditional upon (i) the shareholders being informed, prior to the general meeting of Biovica that is to approve the board of directors' resolution on the share issue, of the maximum capital and voting share, respectively, that HDF and related parties may obtain by HDF subscribing for shares in excess of its pro rata share and receiving guarantee compensation in the form of shares; and (ii) the resolution of the general meeting being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by HDF and related parties.
Under the assumptions that (i) only HDF and related parties subscribe for their pro rata shares in the Rights Issue (i.e. that subscription applications indicated to be submitted by other investors are not fulfilled and the Rights Issue is not subscribed for by other shareholders/investors) and (ii) HDF subscribes for the then remaining number of B-shares up to the full amount of the guarantee undertaking, including such shares as HDF receives as compensation for the guarantee undertaking, HDF and related parties' shareholding would amount to a maximum of 46.47 percent of the total number of shares and approximately 43.32 percent of the total number of votes in the Company, of which HDF's individual holding in the Company would amount to a maximum of approximately 38.87 percent of the total number of shares and approximately 36.23 percent of the total number of votes in the Company.
Majority requirements
Resolutions in accordance with items 7 and 8 are valid only where supported by shareholders holding not less than two thirds of both the shares voted and of the shares represented at the general meeting, whereby shares held and represented at the meeting by HDF Cancer Monitoring BV or related parties shall be disregarded.
Resolution in accordance with item 8 is valid only where supported by shareholders holding not less than nine tenths of both the shares voted and of the shares represented at the general meeting.
It is noted that the resolution in accordance with item 8 is conditional upon the extra general meeting approves the board of directors' resolution in accordance with item 7.
Number of shares and votes
The total number of shares and votes in the Company at the time of this notice amounts to 291,911,199 shares and 320,759,145 votes, divided into 14,423,973 class A shares carrying 43,271,919 votes and 277,487,226 class B shares carrying the same number of votes. The Company holds no own shares.
Other
Proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.biovica.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and the managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Uppsala in September 2026
Biovica International AB
The board of directors
1 Takeover rules for certain trading platforms, The Stock Market Self-Regulation Committee 2026-09-01 (the "Takeover Rules").
Contact
Theis Kipling, CEO
Telefon: +46 (0) 76 666 36 52
E-post: theis.kipling@biovica.com
Anders Morén, CFO
Phone: +46 73 125 92 46
E-mail: anders.moren@biovica.com
Biovica - Treatment decisions with greater confidence
Biovica develops and commercializes blood-based biomarker assays that help oncologists monitor cancer progression. Biovica's assay, DiviTum TKa, measures cell proliferation by detecting the TKa biomarker in the bloodstream. The assay has demonstrated its ability to provide insight to therapy effectiveness in several clinical trials. The first application for the DiviTum TKa test is treatment monitoring of patients with metastatic breast cancer. Biovica's vision is: "Improved care for cancer patients." Biovica collaborates with world-leading cancer institutes and pharmaceutical companies. DiviTum TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. Biovica's shares are traded on the Nasdaq First North Premier Growth Market (BIOVIC B). FNCA Sweden AB is the company's Certified Adviser. For more information, please visit: www.biovica.com
Attachments
NOTICE OF EXTRA GENERAL MEETING IN BIOVICA INTERNATIONAL AB
SOURCE: Biovica International
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/biotechnology/notice-of-extra-general-meeting-in-biovica-international-ab-1218673
