Cereno Scientific give notice to attend the Annual General Meeting 2026
The shareholders of Cereno Scientific AB (publ), company registration no. 556890-4071, (the “Company”) are hereby given notice to attend the Annual General Meeting to be held on Wednesday 17 June 2026 at 11 a.m. at MAQS Advokatbyrå’s premises, at the address Masthamnsgatan 13 in Gothenburg. Registration for the Annual General Meeting will commence at 10.30 a.m. Registration of participation at the Annual General Meeting will be cancelled when the general meeting opens.
Right to participate at the Annual General Meeting
Any shareholder wishing to participate at the Annual General Meeting must:
(i) be entered in the share register maintained by Euroclear Sweden AB as per Tuesday 9 June 2026 and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Thursday 11 June 2026; and
(ii) provide notice of their intention to participate at the general meeting in accordance with the instructions under the heading "Notification of participation in person or by proxy", or alternatively submit a postal vote in accordance with the instructions under the heading "Postal voting", in such time that the notice or postal vote is received by the Company no later than Thursday 11 June 2026.
Notification of participation in person or by proxy
Shareholders who wish to attend the Annual General Meeting in person or by proxy shall notify the Company no later than Thursday 11 June 2026 in one of the following ways:
- through a digital form on the Company's website, www.cerenoscientific.com, or
- by letter addressed to Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden (mark the envelope "AGM 2026").
The notice must include the shareholder's name, address, telephone number, personal identification number or company registration number as well as the number of attendees (no more than two).
Shareholders who wish to be represented by a proxy must issue a written and dated Power of Attorney for the proxy. Power of Attorney forms may be obtained through the Company and will also be available on the Company's website, www.cerenoscientific.com. The Power of Attorney should, if possible, be submitted in original to the Company at the above-stated address in due time prior to the general meeting. Representatives of legal entities must include a copy of the current Certificate of Registration or other applicable document.
Postal voting
Shareholders who wish to exercise their voting rights at the general meeting by voting in advance through digital postal voting shall use the digital form that will be available on the Company's website, www.cerenoscientific.com. The voting form must be completed and received by the Company no later than Thursday 11 June 2026. Submission of the voting form constitutes notice of participation at the Annual General Meeting.
If the shareholder is a legal entity, a Certificate of Registration or other authorization document must be attached to the form. Power of Attorney forms for shareholders who wish to postal vote through a proxy will be available on the Company's website, www.cerenoscientific.com.
Shareholders may not provide the postal vote with special instructions or conditions. If so, the entire postal vote is invalid. Further instructions and conditions are set out in the voting form.
Nominee-registered shares
To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. Such temporary registration of voting rights carried out by the nominee no later than Thursday 11 June 2026 will be taken into account in the preparation of the share register. This means that the shareholder must notify the nominee of their wish for voting rights registration in due time in accordance with the nominee’s procedures.
Business on the general meeting
Proposed agenda:
1. Opening of the general meeting;
2. Election of chairperson of the general meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the general meeting has been duly convened;
6. Approval of the agenda;
7. Presentation by the CEO;
8. Presentation of the annual report and the auditor's report for the company and the group;
9. Resolutions regarding:
(a) adoption of the income statement and balance sheet for the company and the group;
(b) allocation of the company's profit or loss according to the adopted balance sheet;
(c) discharge from liability for the directors and CEO:
(i) Jeppe Øvlesen (chairperson of the Board of Directors);
(ii) Joakim Söderström (former chairperson of the Board of Directors);
(iii) Moi Brajanovic (director);
(iv) Gunnar Olsson (director);
(v) Anders Svensson (director);
(vi) Sten R. Sörensen (director and CEO);
10. Determination of the number of directors, deputy directors, auditors, and deputy auditors;
11. Determination of the fees payable to the Board of Directors and auditors;
12. Election of the Board of Directors;
The Nomination Committee’s proposal
(i) Moi Brajanovic (re-election);
(ii) Gunnar Olsson (re-election);
(iii) Anders Svensson (re-election);
(iv) Sten R. Sörensen (re-election);
(v) Jeppe Øvlesen (re-election);
13. Election of chairperson of the Board of Directors;
14. Election of auditor(s) and any deputy auditors;
15. Resolution regarding adoption of principles for the Nomination Committee;
16. Resolution regarding amendment of the Articles of Association;
17. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles;
18. Resolution regarding adjustment authorization;
19. Closing of the general meeting.
Proposed resolutions by the Nomination Committee
In accordance with the Annual General Meeting’s principles adopted last year, the Nomination Committee shall consist of one member appointed by the Company’s largest shareholder, or group of shareholders, as per 30 June 2025, the chairperson of the Board of Directors, and Björn Dahlöf, Chief Scientific Officer (CSO) in the Company. The Nomination Committee have consisted of Andreas Ejlegård (appointed by the Company’s largest group of shareholders), Jeppe Øvlesen and Björn Dahlöf.
2. Election of chairperson of the general meeting
The Nomination Committee proposes lawyer Eric Ehrencrona or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairperson of the general meeting.
10. Determination of the number of directors, deputy directors, auditors, and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of five directors without deputies for the period until the end of the next Annual General Meeting.
Furthermore, it is proposed that one auditor be appointed until the end of the next Annual General Meeting.
11. Determination of the fees payable to the Board of Directors and auditors
The Nomination Committee proposes that the fees paid to the Board of Directors for the period from the present Annual General Meeting until the end of the next Annual General Meeting be distributed as follows (previous year’s figures in brackets): fee of five (five) price base amounts to each of the directors who are not employed by the Company (does not include persons who are members of the Company’s Scientific Advisory Board) and five (five) price base amounts to the chairperson of the Board of Directors. When calculating fees, the price base amount as of the day of the general meeting shall be applied.
If the general meeting resolves according to the Nomination Committee’s proposal as regards the composition of the Board of Directors, the total fee will amount to SEK 1,184,000 (previous year SEK 1,176,000).
If the Board of Directors within itself chooses to set up committees, it is proposed that no fee should be paid to these since the committees in such case will consist of the Board of Directors.
It is proposed that fees be paid to the auditor according to invoice approved by the Company.
12. Election of the Board of Directors
The Nomination Committee proposes re-election of the directors Moi Brajanovic, Gunnar Olsson, Anders Svensson, Sten R. Sörensen and Jeppe Øvlesen.
Further information about the directors proposed for re-election can be found on the Company’s website, www.cerenoscientific.com.
13. Election of chairperson of the Board of Directors
The Nomination Committee proposes re-election of Jeppe Øvlesen as chairperson of the Board of Directors.
14. Election of auditor(s) and any deputy auditors
It is proposed re-election of Frejs Revisorer AB as auditor of the Company. Frejs Revisorer AB has informed that in the event it is re-elected, Mikael Glimstedt will continue in his capacity as auditor in charge.
15. Resolution regarding adoption of principles for the Nomination Committee
The Nomination Committee proposes the following principles for the Nomination Committee, which correspond to the principles adopted at the previous Annual General Meeting except for the record date for determining the largest shareholder or shareholder group.
The Nomination Committee shall be appointed according to the following principles. The Company’s largest shareholder, or group of shareholders, as of 30 June 2026, shall have the right to appoint one member of the Nomination Committee. Furthermore, the Nomination Committee shall consist of the chairperson of the Board of Directors, who shall also be the convener. In addition, Björn Dahlöf, Chief Scientific Officer in the Company, shall be a member of the Nomination Committee. The Nomination Committee shall thus consist of three persons.
One of the members, but not the chairperson of the Board of Directors, shall be appointed as chairperson of the Nomination Committee. The Nomination Committee’s term of office extends until a new Nomination Committee is appointed.
No compensation shall be paid to the members of the Nomination Committee. However, the Nomination Committee shall have the right to charge the Company with reasonable cost for evaluations, investigations, recruitment, and travels in connection with its work for the Nomination Committee.
The Nomination Committee shall present proposals to the Annual General Meeting 2027 for: a) election of chairperson of the general meeting; b) resolution regarding the number of directors and deputy directors; c) resolution regarding fees to the chairperson of the Board of Directors and each of the other directors and deputy directors (including any work in the board committees); d) elections of directors and deputy directors; e) election of chairperson of the Board of Directors; f) resolution regarding fee to auditor; g) election of auditor; and h) resolution regarding principles for the Nomination Committee.
If a member of the Nominations Committee resigns prior to completion of the work, and if the Nominations Committee deems that there is a need to replace the member, the Nominations Committee shall appoint a new member; primarily a member nominated by the shareholder which nominated the resigning member, under the condition that the shareholder remains the largest shareholder, or group of shareholders in the Company.
If any shareholder, who is asked by the Nomination Committee to propose a member, refrains from submitting a proposal, the Nomination Committee shall ask the next shareholder in order of size (as of 30 April 2027) who has not previously nominated a member to the Nomination Committee.
Changes in the Nominations Committee’s composition shall be communicated by the chairperson of the Nominations Committee to the chairperson of the Company’s Board of Directors as soon as possible. The change shall also be disclosed to the public.
Proposed resolutions by the Board of Directors
3. Preparation and approval of the voting register
The voting register proposed for approval under item 3 on the agenda is the voting register prepared by the chairperson of the general meeting, based on the general meeting share register, registered and present shareholders, and postal votes received, which has been verified by the person(s) appointed to verify the minutes.
4. Election of one or two persons to verify the minutes
The person appointed by the Board of Directors is proposed to verify the minutes. The assignment of the person verifying the minutes also includes verifying the voting register and that postal votes received are correctly reflected in the minutes of the general meeting.
9.(b) Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the Company’s result is allocated according to the Board of Directors’ proposal in the annual report.
16. Resolution regarding amendment of the Articles of Association
The Board of Directors proposes that the general meeting resolves to adopt new Articles of Association in accordance with the following, whereby the intervals for the share capital and the number of shares, respectively, are amended.
| Current wording | Proposed wording |
| § 4 Share capital The share capital shall be no less than SEK 10,000,000 and no more than SEK 40,000,000 | § 4 Share capital The share capital shall be no less than SEK 31,208,732 and no more than SEK 124,834,928. |
| § 5 Number of shares and share classes The number of shares in the company shall be no less than 100,000,000 and no more than 400,000,000. [Subsequent paragraphs shall remain unchanged] | § 5 Number of shares and share classes The number of shares in the company shall be no less than 312,087,320 and no more than 1,248,349,280. [Subsequent paragraphs shall remain unchanged] |
17. Resolution regarding authorization for the Board of Directors to issue shares and/or warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.
When exercising the authorization, the subscription price and other conditions shall be market-based, taking into account the market-based issue discount where applicable.
The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall in total correspond to a dilution of no more than 20 percent calculated based on the number of shares as of the date of the Annual General Meeting.
The purpose of the authorization and the reason to deviate from the preferential right of the shareholders is that issues shall be possible for financing the Company’s business, commercialization and development of the Company’s products and/or acquisition of businesses, companies, or parts of companies and/or enable a broadening of the owner base of the Company.
For resolution according to the above, support by shareholders representing at least two-thirds of both the votes cast and the votes represented at the general meeting is required.
18. Resolution regarding adjustment authorization
The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be authorized to make such minor amendments of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 722,248 shares of series A with ten votes each, and 311,365,076 shares of series B with one vote each, which means that the total number of shares in the Company amounts to 312,087,324 and the total number of votes in the Company amounts to 318,587,556.
Other
The shareholders are reminded of the right to, at the General Meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Accounting documents, auditors’ report, and other documents to be considered at the Annual General Meeting will be available at the Company’s office at Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden, and on the Company’s website, www.cerenoscientific.com, no later than three weeks prior to the Annual General Meeting. The documents are also forwarded free of charge to the shareholders who request it and provide their address.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.
Gothenburg in May 2026
Cereno Scientific AB (publ)
The Board of Directors
The English version of the notice is an uncertified translation of the Swedish version and in the event of any inconsistency between the English notice and the Swedish notice, the Swedish version shall prevail.