Notice to attend the Extraordinary General Meeting in BICO Group AB (publ)
The shareholders in BICO Group AB (publ), reg. no. 559050-5052 (the “Company” or “BICO”), with its registered office in Gothenburg, are hereby invited to the Extraordinary General Meeting on Monday December 7, 2026, at 16:00, at the subsidiary CELLINK’s premises at Långfilsgatan 1, 412 77 Gothenburg, Sweden. Registration begins at 15:30. The Board has decided, in accordance with Chapter 7, Section 4 a of the Swedish Companies Act and the articles of association of the Company, that shareholders may also exercise their voting rights at the Extraordinary General Meeting by postal voting in advance.
Right to participate in the Extraordinary General Meeting and notice of participation
Participation in the Extraordinary General Meeting at the venue
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday November 27, 2026, and (ii) no later than Tuesday December 1, 2026 give notice by post to BICO Group AB (publ), EGM 2026, Grafiska vägen 2B, SE-412 63 Gothenburg, Sweden or via e-mail to ir@bico.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated power of attorney signed by the shareholder for the representative must be issued. The power of attorney may not be older than one year, unless a longer period is specified in the power of attorney (maximum five years). A proxy form is available on the Company’s website, www.bico.com, and will be sent by post to shareholders who so request and provide their postal address. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority shall be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than Tuesday December 1, 2026.
Participation by postal voting
A shareholder who wishes to participate in the Extraordinary General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday November 27, 2026, and (ii) give notice no later than Tuesday December 1, 2026, by casting its postal vote in accordance with the instructions below so that the postal vote is received by BICO Group AB (publ) no later than on that day.
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under “Participation in the Extraordinary General Meeting at the venue” above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when postal voting. The postal voting form is available on the Company’s website www.bico.com. A completed and signed form shall be submitted by post to BICO Group AB (publ), EGM 2026, Grafiska vägen 2B, SE-412 63 Gothenburg or via e-mail to ir@bico.com. The completed form shall be received by BICO Group AB (publ) not later than Tuesday December 1, 2026. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder votes by proxy, a written, dated power of attorney signed by the shareholder for the representative shall be enclosed with the postal voting form. The power of attorney may not be older than one year, unless a longer period is specified in the power of attorney (maximum five years). A proxy form is available on the Company’s website www.bico.com, and will be sent by post to shareholders who so request and provide their postal address. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority shall be enclosed with the form. If a shareholder has voted by post and then attends the Extraordinary General Meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the Extraordinary General Meeting or otherwise withdraws its postal vote. If the shareholder chooses to participate in a vote at the Extraordinary General Meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Friday November 27, 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Tuesday December 1, 2026, are taken into account when preparing the share register.
PROPOSED AGENDA
- Opening of the Extraordinary General Meeting.
- Election of Chairman at the Extraordinary General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the Extraordinary General Meeting has been duly convened.
- Determination of the number of members of the Board of Directors and deputies.
- Election of members of the Board of Directors.
The Nomination Committee’s proposal:
a. Susanne Ekblom (new election)
b. Åsa Hedin (new election) - Election of the chairman of the Board of Directors.
The Nomination Committee’s proposal:
Erik Gatenholm (Chairman) - Determination of fees for members of the Board of Directors.
- Resolution on:
- amendments to the articles of association,
- authorisation for the Board of Directors to resolve on a directed issue of Series C shares,
- authorisation for the Board of Directors to repurchase own Series C shares, and
- authorisation for the Board of Directors to transfer own Series B shares to participants in LTIP 2026-2029.
- Closing of the Extraordinary General Meeting.
THE NOMINATION COMMITTEE’S PROPOSALS UNDER ITEMS 2, 7, 8, 9 and 10
The Nomination Committee of BICO for the Extraordinary General Meeting consists of Anders Strid (chairman, nominated by Erik Gatenholm) and Carl-Johan Krusell (nominated by Héctor Martínez). The Nomination Committee has been convened by the acting Chairman of the Board, Erik Gatenholm, following the decision by three of the Board Members elected at the Annual General Meeting 2026 to leave the Board as of July 31, 2026. The Nomination Committee has submitted the following proposals.
Item 2 – Election of Chairman at the Extraordinary General Meeting
The Nomination Committee proposes that lawyer Edin Agic, Advokatfirman Vinge, be elected Chairman at the Extraordinary General Meeting.
Item 7 – Determination of the number of members of the Board of Directors and deputies
The Nomination Committee proposes that the Board shall consist of five (5) ordinary members without deputies.
Item 8 – Election of members of the Board of Directors
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the new election of Susanne Ekblom and Åsa Hedin. Maria Rankka, Susanne Lithander and Johan Westman announced on July 6, 2026 that they would leave their Board assignments as of July 31, 2026. Erik Gatenholm, Olof Stranding and Christian Wildmoser will remain as members of the Board.
Information regarding the proposed new Board Members:
The Nomination Committee considers that the Board needs to be supplemented with experience and expertise in auditing or accounting, as well as in life science, covering both strategy and commercialisation. The Nomination Committee therefore proposes the new election of Susanne Ekblom and Åsa Hedin.
Susanne Ekblom
Susanne Ekblom holds a degree in Business and Economics from Stockholm University. Susanne has extensive experience of both operational management roles and Board work in listed and unlisted companies. During her operational career, Susanne has served as CFO of Investor and SVT and as CEO of Vectura Fastigheter. She is a Board Member and Chair of the Audit Committee of Sjunde AP-fonden and Mio, and a Board Member of C-RAD. She has previously been a Board Member and Chair of the Audit Committee of Cint, Norstat and Assemblin. Throughout her career, Susanne has led extensive change and efficiency initiatives and developed strong expertise in financial management, capital markets, business development and value creation.
Shareholding in BICO: 0 shares.
Susanne Ekblom is independent in relation to the Company and its management, as well as in relation to the Company’s major shareholders.
Åsa Hedin
Åsa Hedin holds a Master’s degree in biophysics/biotechnology and a Bachelor’s degree in physics. Åsa has extensive experience of international technology and medical technology companies, both as an operational leader and as a Board Member. She has held senior roles as CEO of Elekta Instrument AB and as head of Corporate Strategy at Elekta and Gambro AB. Åsa is Chair of the Board of PDSVision and QBTech and a Board Member of Acuvi and Industrifonden. She has previously been Chair of the Board of Tobii Dynavox and a Board Member of, among others, Nolato, Biotage, C-Rad, MedCap and Cellavision. Åsa has very broad experience of life science and extensive experience of strategy work in companies undergoing change. The Nomination Committee considers Åsa to be a significant asset to the Board in terms of international commercialisation and growth.
Shareholding in BICO Group AB: 0 shares.
Åsa Hedin is independent in relation to the Company and its management, as well as in relation to the Company’s major shareholders.
Further information about the proposed Board Members can be found on the Company’s website, www.bico.com.
Item 9 – Election of the chairman of the Board of Directors
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the election of Erik Gatenholm as Chairman of the Board of Directors.
Item 10 – Determination of remuneration to the Board of Directors
The Nomination Committee proposes that the remuneration resolved upon by the Annual General Meeting 2026, relating to a term of office from one Annual General Meeting to the next Annual General Meeting, remain unchanged. The remuneration is therefore proposed to be paid pro rata to each Board Member based on the number of months that the respective Board Member serves from the Annual General Meeting 2026 until the Annual General Meeting 2027.
THE BOARD’S PROPOSALS UNDER ITEM 11
Item 11 – Resolutions under item 11
Introduction
At the 2026 Annual General Meeting, the Board presented a proposal for a share-based long-term incentive programme 2026–2029 (“LTIP 2026-2029”) for members of the Company’s group management and key employees of the Company, comprising the following components: (a) implementation of LTIP 2026-2029, (b) amendment of the articles of association, (c) authorisation for the Board to resolve on a directed issue of series C shares, (d) authorisation for the Board to repurchase own series C shares, (e) authorisation for the Board to transfer own series B shares to participants in LTIP 2026-2029, and (f) authorisation for the Board to enter into a share swap agreement with a third party.
The Annual General Meeting resolved to adopt the proposals under items (a) and (f). The proposals under items (b) to (e) were conditional upon each other and did not receive the qualified majority of nine tenths of both the votes cast and the shares represented at the meeting required for a valid resolution and were therefore not adopted.
The Board considers that the ability to issue, repurchase and transfer Series C shares is the most cost-effective and appropriate way to secure the Company’s obligations relating to LTIP 2026-2029. The Board therefore presents the proposals again under items (a) to (d) below (corresponding to previous items (b) through (e)).
For further information about LTIP 2026-2029, please refer to the notice of the 2026 Annual General Meeting, which is available on the Company’s website.
(a) Amendments to the Articles of Association
In order to enable the delivery of performance shares under LTIP 2026-2029, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 of the Articles of Association by introducing a new series of shares, Series C shares, as set out below.
§ 4 Share Capital and Shares
| Current wording | Proposed wording |
| The share capital shall be no less than SEK 950,000 and no more than SEK 3,800,000. The number of shares in the company shall be no less than 38,000,000 and no more than 152,000,000. Shares of two classes may be issued: Series A and Series B. Series A shares shall carry ten (10) votes and series B shares shall carry one (1) vote each. A maximum of 1,500,000 Series A shares may be issued, a maximum of 150,500,000 Series B shares may be issued. Should the company decide to issue new shares of two classes, Series A and Series B, through a cash issue or a set-off issue, owners of Series A and Series B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares they already hold (primary preferential right). Shares not subscribed for under the primary preferential right shall be offered to all shareholders (subsidiary preferential right). If the total number of shares subscribed for under the subsidiary preferential right cannot be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously held and, to the extent this is not possible, by drawing lots. Should the company decide to issue shares of only Series A or Series B through a cash issue or a set-off issue, all shareholders, regardless of whether their shares are Series A or Series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already hold. Should the company decide to issue warrants or convertibles through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue concerned the shares that may be newly subscribed for due to the warrant right, or preferential rights to subscribe for convertibles as if the issue concerned the shares for which the convertibles may be exchanged. The above shall not imply any restriction on the ability to resolve on a cash issue or a set-off issue with deviation from the shareholders' preferential rights. In the event of an increase in share capital through a bonus issue (capitalization issue), new shares of Series A and Series B shall be issued in proportion to the number of shares of the same class already in existence. In such cases, old shares of a certain class shall grant the right to new shares of the same class. The aforementioned shall not restrict the possibility of issuing shares of a new class through a bonus issue, following the necessary amendment to the Articles of Association. | The share capital shall be no less than SEK 950,000 and no more than SEK 3,800,000. The number of shares in the company shall be no less than 38,000,000 and no more than 152,000,000. Shares of three classes may be issued: Series A, Series B and Series C. Series A shares shall carry ten (10) votes each. Series B shares shall carry one (1) vote each. Series C shares shall carry one (1) vote each. A maximum of 1,500,000 Series A shares may be issued, a maximum of 150,500,000 Series B shares may be issued and a maximum of 710,000 Series C shares may be issued. Series A and Series B shares shall entitle to dividends. Series C shares shall not entitle to dividends. In the event of the dissolution of the company, Series C shares shall carry the same rights to the company’s assets as the other shares, but not more than the amount corresponding to the quota value of the share. Should the company decide to issue new shares of all classes (Series A, Series B and Series C) through a cash issue or a set-off issue, owners of Series A, Series B and Series C shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares they already hold (primary preferential right). Shares not subscribed for under the primary preferential right shall be offered to all shareholders (subsidiary preferential right). If the total number of shares subscribed for under the subsidiary preferential right cannot be issued, the shares shall be distributed among the subscribers in proportion to the number of shares they previously held and, to the extent this is not possible, by drawing lots. Should the company decide to issue shares of only one class through a cash issue or a set-off issue, all shareholders, regardless of whether their shares are Series A, Series B or Series C, shall have preferential rights to subscribe for new shares in proportion to the number of shares they already hold. Should the company decide to issue warrants or convertibles through a cash issue or a set-off issue, the shareholders shall have preferential rights to subscribe for warrants as if the issue concerned the shares that may be newly subscribed for due to the warrant right, or preferential rights to subscribe for convertibles as if the issue concerned the shares for which the convertibles may be exchanged. The above shall not imply any restriction on the ability to resolve on a cash issue or a set-off issue with deviation from the shareholders' preferential rights. In the event of an increase in share capital through a bonus issue (capitalization issue), new shares of Series A and Series B shall be issued in proportion to the number of shares of the same class already in existence. In such cases, old shares of a certain class shall grant the right to new shares of the same class. Series C shares do not grant the right to participate in bonus issues. The aforementioned shall not restrict the possibility of issuing shares of a new class through a bonus issue, following the necessary amendment to the Articles of Association. Redemption of Series C shares The Board of Directors may resolve on a reduction of the share capital by redemption of all Series C shares. In the event of a resolution on redemption, holders of Series C shares shall be obliged to redeem all their Series C shares for an amount corresponding to the quota value. Payment of the redemption amount shall be made as soon as possible after the reduction has been registered. Conversion of Series C shares Series C shares held by the company itself may, upon a resolution by the Board of Directors, be converted into Series B shares. The conversion shall thereafter be immediately reported to the Swedish Companies Registration Office for registration and shall be deemed executed when it has been registered in the Register of Companies and noted in the central securities depository register. |
The full text of the proposed articles of association is available on the Company’s website.
A resolution under this item is conditional upon the meeting also resolving to approve the Board’s proposals under items (b) to (d) below.
(b) Authorisation for the Board of Directors to resolve on a directed issue of Series C shares
In order to ensure that the Company can fulfil its obligations under LTIP 2026-2029, the Board proposes that the meeting resolve to authorise the Board, on one or more occasions until the next Annual General Meeting, to resolve on a directed issue of no more than 710,000 series C shares to a bank or financial institution, with deviation from the shareholders’ preferential rights. The subscription price shall correspond to the quota value of the share.
A resolution under this item is conditional upon the Extraordinary General Meeting also resolving to approve the Board of Directors’ proposal for LTIP 2026-2029, in accordance with the provisions under item (a) above and items (c) and (d) below.
(c) Authorisation for the Board to repurchase own Series C shares
To ensure that the Company holds the shares in treasury for subsequent conversion and delivery under LTIP 2026-2029, the Board of Directors proposes that the Extraordinary General Meeting resolves to authorise the Board of Directors to, on one or several occasions until the next Annual General Meeting, resolve on the repurchase of all issued Series C shares from the subscribing bank or financial institution at a price per share corresponding to the quota value of the share. The payment for the repurchased shares shall be made in cash. Such repurchase may only be effected through a public offer directed to all holders of Series C shares and shall comprise all outstanding Series C shares at the time.
A resolution under this item is conditional upon the Extraordinary General Meeting also resolving to approve the Board of Directors’ proposal for LTIP 2026-2029, in accordance with the provisions under items (a) and (b) above and item (d) below.
(d) Authorisation for the Board of Directors to transfer own Series B shares to the participants of LTIP 2026-2029
In order to enable the share delivery under LTIP 2026-2029, the Board of Directors proposes that the Extraordinary General Meeting resolve on the transfer of no more than 710,000 Series B shares to participants of LTIP 2026-2029, following the conversion of Series C shares into Series B shares in accordance with the Articles of Association. The transfer shall be made free of charge, in accordance with the timing and terms of LTIP 2026-2029.
A resolution under this item is conditional upon the Extraordinary General Meeting also resolving to approve the Board of Directors’ proposal for LTIP 2026-2029, in accordance with the provisions under items (a) to (c) above.
MISCELLANEOUS
Special majority requirements
For a valid resolution by the Extraordinary General Meeting in accordance with the Board of Directors’ proposal as set out under items 11 (a) through (c) above, the resolution must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the Extraordinary General Meeting.
For a valid resolution by the Extraordinary General Meeting in accordance with the Board of Directors’ proposal as set out under item 11 (d) above, the resolution must be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 70,574,895, of which 1,500,000 are shares of series A, that entitle to ten (10) votes per share, and 69,074,895 are shares of series B, that entitle to one (1) vote per share at the Extraordinary General Meeting. The Company does not hold any treasury shares.
Documentation
Supporting documentation for resolutions is available at the Company’s office at BICO Group AB (publ), Grafiska vägen 2B, SE-412 63 Gothenburg, Sweden and at the Company’s website, www.bico.com, no later than three weeks before the Extraordinary General Meeting. Moreover, the Nomination Committee’s motivated statement is available at the Company’s above address, as well as at www.bico.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Extraordinary General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Sections 32 and 57 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to BICO Group AB (publ), EGM 2026, Grafiska vägen 2B, SE-412 63 Gothenburg, Sweden or via e-mail to ir@bico.com.
Processing of personal data
For information about how your personal data is processed, please refer to 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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Gothenburg in November 2026
BICO Group AB (publ)
The Board of Directors