Bulletin from Annual General Meeting in BICO Group AB (publ)

Adoption of Income Statement and Balance Sheet for the Financial Year 2023 and Discharge from Liability
The AGM adopted the income statements and the balance sheets for the Company and the group for the financial year 2023. The members of the Board of Directors and the CEOs were discharged from liability for the financial year 2023.

Allocation of Profits
The AGM resolved that no dividend be paid for 2023 and that the profits shall be carried forward.

Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved that the number of members of the Board of Directors shall be seven without deputies and that the number of auditors shall be one registered accounting firm.

Rolf Classon, Ulrika Dellby, Bengt Sjöholm, Helena Skåntorp, Susan Tousi and Christian Wildmoser were re-elected as members of the Board of Directors. Further, Alexandra Gatzemeyer was elected new member of the Board of Directors. Rolf Classon was re-elected as Chairman of the Board of Directors and Ulrika Dellby was re-elected as Deputy Chairman of the Board of Directors. The members of the Board of Directors, Gerry Mackay and Erik Gatenholm, had announced that they were not available for re-election. The registered audit firm Deloitte AB was re-elected as auditor of the Company, with Åsa Löfqvist as auditor-in-charge.

The AGM further resolved that fees to members of the Board shall be paid with SEK 600,000 to the Chairman of the Board, SEK 400,000 to the Deputy Chairman of the Board, SEK 250,000 to each of the other members of the Board, SEK 100,000 to the Chairman of the Audit Committee, SEK 50,000 to each of the other members of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee, and SEK 35,000 to each of the other members of the Remuneration Committee. The AGM further resolved that the remuneration to the auditor shall be paid in accordance with approved statement of costs.

Adoption of principles for the appointment of the Nomination Committee
The AGM resolved to adopt the principles for the appointment of the Nomination Committee, adopted by the Annual General Meeting 2023, unchanged.

Approval of the Board’s remuneration report
The AGM resolved to approve the Remuneration Report for the financial year 2023 that has been prepared by the Board of Directors.

Resolution on guidelines for remuneration to executive management
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt guidelines for remuneration to executive management that in principle correspond to the guidelines adopted by the 2021 Annual General Meeting, with the exception of minor clarifications and updates.

Implementation of Warrant Program 2024/2027
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement a long-term warrant-based incentive program directed to key employees within BICO residing in Sweden and Switzerland (“Warrant Program 2024/2027”). The program includes a total of 16 people. The motives behind the incentive program are, among other things, to align the interests of key employees with the interests of the shareholders and to be able to recruit and retain key employees.

For the implementation of the Warrant Program 2024/2027, it was resolved on (A) a directed issue of warrants and (B) approval of transfer of warrants. A maximum of 430,000 warrants shall be issued within the framework of the Warrant Program 2024/2027. The warrants shall be transferred by the Company to the participants in the program at the market value of the warrants, which shall be determined by an independent valuation institute applying the Black & Scholes valuation model. Each warrant entitles the holder to subscribe for one new share of series B in the company at a subscription price corresponding to 150 percent of the volume-weighted average price paid for the Company’s share of series B on Nasdaq Stockholm during the period from and including 3 May 2024 up to and including 17 May 2024. Subscription of shares by virtue of the warrants may take place during the period from and including 1 June 2027 up to and including 31 August 2027.

Upon exercise of all 430,000 warrants, the incentive program will result in an increase in the number of shares and votes in the Company by 430,000 and the share capital will increase by a maximum of approximately SEK 10,750, which entails a maximum dilution corresponding to approximately 0.61 percent of the outstanding shares at the time of the notice, and approximately 0.51 percent of the outstanding votes, in the Company at the time of the convening notice.

Implementation of the Employee Stock Option Program 2024/2027
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement a long-term employee stock option-based incentive program aimed at key employees within BICO residing in Germany and the U.S. (“Employee Stock Option Program 2024/2027”). The program includes a total of 9 people. The motives behind the incentive program are, among other things, to align the interests of key employees with the interests of the shareholders and to be able to recruit and retain key employees.

For the implementation of the Employee Stock Option Program 2024/2027, it was resolved on (A) a directed issue of employee stock options and (B) approval of transfer of employee stock options. A maximum of 373,000 warrants shall be issued within the framework of the Employee Stock Option Program 2024/2027. The employee stock options shall be transferred by the Company to the participants in the program free of charge. Each employee stock option entitles the holder to subscribe for one new share of series B in the company at a subscription price corresponding to 150 percent of the volume-weighted average price paid for the Company’s share of series B on Nasdaq Stockholm during the period from and including 3 May 2024 up to and including 17 May 2024. Subscription of shares by virtue of the employee stock options may take place during the period from and including 1 June 2027 up to and including 31 August 2027.

Upon exercise of all 373,000 warrants, the incentive program will result in an increase in the number of shares and votes in the Company by 373,000 and the share capital will increase by a maximum of approximately SEK 9,325, which entails a maximum dilution corresponding to approximately 0.53 percent of the number of shares outstanding at the time of the notice, and approximately 0.44 percent of the outstanding votes, in the Company at the time of the notice.

Authorization for the Board of Directors to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, for the period until the end of the next Annual General Meeting, one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issue of shares of series B.

The authorization may be utilized for new issues of shares of series B, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to a dilution of not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.

Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company’s future expansion. If the Board resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company’s capital structure.