The shareholders in Immunovia AB (publ), Reg. No. 556730-4299, are hereby invited to the annual general meeting to be held at The Spark, Scheeletorget 1, Medicon Village, in Lund on Wednesday 13 May 2026 at 11 a.m. CEST.
Right to participate and notice of participation
A shareholder who wishes to participate in the annual general meeting must:
Trustee-registered shares
Shareholders who have had their shares registered in the name of a trustee must, in order to be entitled to participate in the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called voting rights registration). The trustee must have completed the voting rights registration no later than as of Thursday 7 May 2026, which means that shareholders who wish such voting rights registration must inform the trustee of this well in advance of the said date.
Proxies etc.
Shareholders intending to participate by proxy must issue a written, signed, and dated power of attorney. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder's notification to participate in the annual general meeting. A template power of attorney is available at the company's website (www.immunovia.com) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
PROPOSED RESOLUTIONS
§ 1 Election of a chair for the meeting
The Nomination Committee for the 2026 annual general meeting, that has consisted of chair Anders Rylander (representing Vincent Saldell), Christer Köhler (representing Samatha Förvaltning AB), Carl Borrebaeck (in his own capacity), as well as Peter Høngaard Andersen in his capacity as chair of the board of directors, proposes that lawyer Ola Grahn should be elected as chair for the meeting.
§ 7 b Approval of allocations regarding the company's result according to the adopted balance sheet
The board of directors proposes that the company's result shall be allocated in accordance with the proposal set out in the annual report for 2025, i.e., that no dividends are paid, and that SEK 74,153,276 shall be carried forward to a new account.
§ 8 Determination of fees for the board of directors, committees and the auditors
The Nomination Committee proposes that board remuneration shall be paid with SEK 420,000 (420,000) to the chair and SEK 180,000 (180,000) to each of the other board members elected at the general meeting who are not employed by the company.
The Nomination Committee proposes that the chairs of the Audit, Commercial (a new committee replacing the Science committee) and Remuneration Committee to be remunerated with SEK 60,000 (40,000) and other members of said committees to be remunerated with SEK 25,000 (25,000). Furthermore, it is proposed that travel expenses be reimbursed in accordance with company policy. The total remuneration to the board of directors amounts to SEK 1,700,000.
Lastly, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the auditor's fees are to be paid as per approved invoice.
§ 9 Election of board members, chair of the board of directors and auditors
The Nomination Committee proposes that the number of board members shall be six, that the board members Melissa Farina, Valerie Bogdan-Powers, Hans Johansson, Martin Møller, Bryan Riggsbee and Peter Høngaard Andersen are re-elected as board members, and that Peter Høngaard Andersen is re-elected as chair of the board of directors.
More information concerning the board members proposed for re-election can be found at the company's website and in the annual report for 2025.
The Nomination Committee also proposes, in accordance with the recommendation from the Audit Committee, that one auditor shall be appointed without any deputy auditor, and that Grant Thornton Sweden AB shall be elected as the auditor of the company. Grant Thornton Sweden AB has informed that the authorized public accountant Therése Utengen will be the auditor in charge.
§ 10 Resolution on approval of the remuneration report
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for the financial year 2025.
§ 11 Resolution on authorization for the board of directors regarding issues
For the purposes of enabling the board of directors to develop the company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, the board of directors proposes the annual general meeting to authorize the board of directors to resolve, on one or several occasions before the next annual general meeting, with or without deviation from the shareholders' preferential rights and with or without provisions regarding payment in kind, set-off or other provisions, to issue new shares, convertibles and/or warrants. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall be limited to a number that corresponds to a maximum of 20 % of the number of shares outstanding in the company at the time of the first issue resolution pursuant to the authorization. To the extent an issue is made with deviation from the shareholders' preferential rights, the issue shall be made on market terms.
The company's CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
§ 12 Resolution on (A) option program for management and key persons; and (B) directed issue of warrants and approval of transfer of warrants
The board of directors proposes that the annual general meeting resolves to adopt an option program for management and key persons (including employees and consultants) in accordance with what is set out under Section A below ("ESOP 2026").
The board of directors see an equity-based incentive program in the form of options as a central part of an attractive and competitive remuneration package being necessary to attract, retain and motivate competent members of management and key persons (including employees and consultants) in the Immunovia group and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed according to US market practices, reflecting the importance of attracting and retaining US-based personnel and the fact that Immunovia going forward will have all employees based in the US.
The incentive program is intended to be annual, wherefore the board of directors after having evaluated ESOP 2026 intends to present new proposals for corresponding or adjusted programs ahead of future annual general meetings.
To secure the company's undertakings under ESOP 2026, the board of directors also proposes that the annual general meeting resolves on a directed issue of warrants and an approval of transfer of warrants in accordance with Section B below.
A. Proposal for resolution on option program for management and key persons
The board of directors proposes that the annual general meeting resolves to implement ESOP 2026 in accordance with the following substantial guidelines:
| Participant category | Maximum number of options |
| CEO | 9,912,986 |
| Other participants (currently three persons) | A maximum of 18,409,832 options may in the aggregate be granted to this category and no individual may be granted more than 7,788,775 options |
B. Proposal for resolution on directed issue of warrants and approval of transfer of warrants
In order to enable the company's delivery of shares under ESOP 2026, the board of directors proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The board of directors thus proposes that the annual general meeting resolves on a directed issue of warrants in accordance with the following terms and conditions:
Further, the board of directors proposes that the annual general meeting shall resolve to approve that the company or another company in the Group may transfer warrants to the participants in ESOP 2026 (or to a financial intermediary assisting with the delivery of shares to the participants in ESOP 2026) without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above.
Other information regarding ESOP 2026
The board of directors estimates that ESOP 2026 will incur costs for the company from an accounting perspective in accordance with IFRS 2. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. In view of that no Swedish participants are expected to be included in ESOP 2026, the board of directors has made the assessment that no Swedish social security charges will be triggered by ESOP 2026.
The options do not have a market value since they are not transferable. However, the board of directors has calculated a theoretical value of the options using the "Black Scholes" formula. Assuming that all options are allotted and assuming a share price at the time of allotment of the options of SEK 0.176, a strike price of SEK 0.176, a volatility of 50 per cent, a risk-free interest rate of 2.7 per cent and that 100 per cent of the options are vested, the value of an option has been calculated to SEK 0.10 and the total personnel cost for ESOP 2026 in accordance with IFRS 2 is estimated to be approximately SEK 2.83 million before tax during the period 2026–2029.
It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.
As per the date of the notice to the annual general meeting, the number of shares in the company amounts to 672,666,892.
In case all warrants issued in relation to ESOP 2026 are exercised for subscription of new shares, a total of 28,322,818 new shares will be issued, which corresponds to a dilution of approximately 4.0 per cent of the company's shares after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to ESOP 2026. The dilution would only have a marginal impact on the company's key figure "Earnings per share" for the full year 2025.
In addition to ESOP 2026, the Nomination Committee has proposed that the annual general meeting also resolves to adopt an option program for board members in relation to which warrants resulting in the issuance of at the highest 7,080,702 shares will be issued. In case all warrants proposed to be issued in relation to both ESOP 2026 and the option program for board members are exercised for subscription of new shares, a total of 35,403,520 new shares will be issued, which corresponds to a dilution of approximately 5.0 per cent of the company's shares after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to both ESOP 2026 and the proposed option program for board members.
The above calculations regarding dilution and impact on key figures are subject to recalculation in accordance with the customary recalculation terms included in the complete applicable terms and conditions.
Since previously, there are incentive programs outstanding in the company in the form of (i) warrant program for employees and consultants resolved at the annual general meeting on 7 April 2022, (ii) option program for employees and consultants resolved at the extraordinary general meeting on 21 November 2023, (iii) option program for board members resolved at the extraordinary general meeting on 21 November 2023, (iv) option program for management and key employees resolved at the annual general meeting on 14 May 2025 and, (v) option program for board members resolved at the annual general meeting on 14 May 2025. The maximum number of shares that can be issued in relation to the existing incentive programs amounts to 10,952,149. Further information regarding the existing incentive programs in the company can be found in note 10 in the 2025 annual report.
The resolutions in accordance with Section A and B above shall be resolved upon as one resolution. This proposal has been prepared by the board of directors and its remuneration committee in consultation with external advisers.
§ 13 Resolution on (A) option program for board members; and (B) directed issue of warrants and approval of transfer of warrants
The Nomination Committee proposes that the annual general meeting resolves to adopt an option program for board members in accordance with what is set out under Section A below ("Board Program 2026").
The Nomination Committee see an equity-based incentive program in the form of options exercisable in connection with an exit event as a central part of an attractive and competitive remuneration package to attract, retain and motivate competent board members in the company and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed to match US market practices, reflecting the importance of attracting and retaining US-based board members.
To secure the company's undertakings under Board Program 2026, the Nomination Committee also proposes that the annual general meeting resolves on a directed issue of warrants and an approval of transfer of warrants in accordance with Section B below.
A. Proposal for resolution on option program for board members
The Nomination Committee proposes that the annual general meeting resolves to implement Board Program 2026 in accordance with the following substantial guidelines:
B. Proposal for resolution on directed issue of warrants and approval of transfer of warrants
In order to enable the company's delivery of shares under Board Program 2026, the Nomination Committee proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The Nomination Committee thus proposes that the annual general meeting resolves on a directed issue of warrants in accordance with the following terms and conditions:
Further, the Nomination Committee proposes that the annual general meeting shall resolve to approve that the company or another company in the Group may transfer warrants to the participants in Board Program 2026 (or to a financial intermediary assisting with the delivery of shares to the participants in Board Program 2026) without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above.
Other information regarding Board Program 2026
The Nomination Committee estimates that Board Program 2026 will incur costs for the company partly from an accounting perspective in accordance with IFRS 2 and partly in form of social security charges for participants living in Sweden. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. For participants living in Sweden, social charges will be expensed in the income statement during the vesting period.
The options do not have a market value since they are not transferable. However, the Nomination Committee has calculated a theoretical value of the options using the "Black Scholes" formula. Assuming that all options are allotted and assuming a share price at the time of allotment of the options of SEK 0.176, a strike price of SEK 0.176, a volatility of 50 per cent, a risk-free interest rate of 2.7 per cent and that 100 per cent of the options are vested, the value of an option has been calculated to SEK 0.10 and the total personnel cost for Board Program 2026 in accordance with IFRS 2 is estimated to be approximately SEK 0.7 million before tax during the period 2026–2027.
Upon exercise of options by participants living in Sweden, Board Program 2026 will also result in costs in the form of social security charges. Total costs for social security charges during the vesting period depend on how many options that are exercised and on the value of the benefit that the participant will ultimately receive, i.e. on the value of the options upon exercise. Assuming an exercise price of SEK 0.176, that the share price will rise 100 per cent upon exercise compared to the exercise price, that 1,180,117 options are allotted to participants living in Sweden, and that 100 per cent of these options will be exercised, that the social security charges amount to 10.21 per cent, the costs for the social security charges amount to approximately SEK 60 thousand.
It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.
As per the date of the notice to the annual general meeting, the number of shares in the company amounts to 672,666,892.
In case all warrants issued in relation to Board Program 2026 are exercised for subscription of new shares, a total of 7,080,702 new shares will be issued, which corresponds to a dilution of approximately 1.0 per cent of the company's shares after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to the Board Program 2026. The dilution would only have a marginal impact on the company's key figure "Earnings per share" for the full year 2025.
Information on previous incentive programs and total dilution effects are presented above in the proposal under item 12.
The resolutions in accordance with Section A and B above shall be resolved upon as one resolution. This proposal has been prepared by the Nomination Committee in consultation with external consultants. The chair of the board of directors, Peter Høngaard Andersen, has however not participated in the Nomination Committee's preparation of the proposal.
Particular majority requirements
For a valid resolution on the proposal pursuant to item 11, the proposal must be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting. For valid resolutions on the proposals pursuant to items 12 and 13, the proposals must be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.
Information at the annual general meeting
At the annual general meeting, the board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial position and the company's relation to other companies within the group.
Documents
Financial statements, the audit report, the board of directors' remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the annual general meeting (including a proxy form) will be available at the company and posted on the company's website (www.immunovia.com) no later than three weeks prior to the annual general meeting. The documents will be sent upon request to shareholders providing their address to the company and will also be available at the annual general meeting.
Number of shares and votes
As per the date of this notice, there are a total of 672,666,892 shares in the company, each share representing one vote. The company does not hold any of its own shares.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear's webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Lund in April 2026
Immunovia AB (publ)
The Board of Directors