The extraordinary general meeting of Flerie AB (publ) reg. no. 559067-6820 (“Flerie” or the “Company”) has been held on 6 August 2026 at 11:00 CEST at which the following resolutions were made.
Resolution on approval of merger plan and authorisation for the board of directors to resolve on new issues of ordinary shares
In connection with the proposed merger between Flerie and Biosergen AB (the “Merger”), the extraordinary general meeting resolved to approve the merger plan dated 26 June 2026 jointly adopted by the boards of directors of Flerie and Biosergen (the “Merger Plan”). The Merger Plan was registered with the Swedish Companies Registration Office on 30 June 2026 and announced on 2 July 2026. According to the Merger Plan, the Merger shall be undertaken by way of absorption, with Flerie as the absorbing company and Biosergen as the transferring company. Following the completion of the Merger, Biosergen’s operations will be contributed to a new subsidiary of 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 thirty-one (31) shares in Biosergen 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 during the last quarter of 2026 and will result in the dissolution of Biosergen, whereby all of Biosergen’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 authorise the board of directors to, on one or more occasions, during the period until the next annual general meeting, with deviation from the shareholders’ preferential rights, resolve on a new issue of ordinary shares to be paid as Merger Consideration to the shareholders of Biosergen in accordance with the Merger Plan. The purpose of the authorisation, and the reason for the deviation from the shareholders’ preferential rights, is to enable the payment of the Merger Consideration to the shareholders of Biosergen in accordance with the Merger Plan. The board of directors, or any person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may be required for the registration of the resolution with the Swedish Companies Registration Office.
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 Biosergen. Biosergen’s extraordinary general meeting to approve the Merger Plan will be held on 6 August 2026 at 16:00 CEST. Following the Meeting, Biosergen will publish a bulletin setting out the resolutions adopted by the Meeting.
For further information, please contact:
Ted Fjällman, CEO of Flerie
E-mail: ir@flerie.com
Telephone: +46 (0)76 600 89 26
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.