Bulletin from Annual General Meeting in Spermosens AB (publ)

Today, June 18, 2026, the Annual General Meeting was held. Below is a summary of the decisions that were made. All decisions were made with the required majority.

Adoption of the income statement and balance sheet and discharge from liability

The AGM resolved to adopt the income statement and balance sheet. The AGM further resolved to discharge the Board members and the CEO from liability.

Allocation of results

The AGM resolved to dispose of the company’s results in accordance with the Board’s proposal in the annual report. The AGM further resolved that no dividend be paid for the financial year 2025.

Determination of the number of Board members and deputy Board members

The AGM resolved that the Board shall consist of four Board members without deputy Board members.

Determination of remuneration to the Board of Directors and the auditor

The AGM resolved that Board remuneration shall amount to a total of ten price base amounts, with four price base amounts to the Chairman of the Board and two price base amounts each to the other Board members. Furthermore, the AGM resolved that remuneration to the auditor shall be paid in accordance with approved invoices and customary billing standards.

Election of the Board of Directors and audit firm

The AGM resolved that Kushagr Punyani and Ulrik Spork be re-elected as Board members and that Aleksander Giwercman and Klaas Rackebrandt be newly elected as Board members. Ulrik Spork was re-elected as Chairman of the Board.

The AGM further resolved that Forvis Mazars AB be re-elected as the company’s auditor for the period until the end of the next Annual General Meeting, with Andreas Brodström intended to remain auditor-in-charge.

Resolution regarding approval of capital facility

The Board of Directors of Spermosens AB (the “Company”) has entered into agreements with a number of existing shareholders, including Chairman of the Board Ulrik Spork and CEO Tore Duvold, regarding a capital facility totaling SEK 4.85 million (the “Capital Facility”).

The Capital Facility means that the investors have undertaken, at the request of the Board of Directors during the period from 19 June 2026 up to and including 31 December 2026, to participate in a directed issue of units consisting of shares and warrants issued free of charge. Each unit shall consist of one (1) share and one (1) warrant issued free of charge. The Capital Facility may be utilized on one (1) occasion and shall upon such utilization comprise a total of SEK 4.85 million. No compensation shall be paid to the participants in the Capital Facility.

The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately following the Company’s call for capital, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years.

The Capital Facility contains customary terms regarding, inter alia, termination rights under certain extraordinary circumstances. The investors’ undertakings to participate in the issue may also cease in the event of a material adverse change in the Company’s business or financial position, for example if the Company’s core technology is no longer deemed to meet the requirements for commercialization, if the Company’s business plan is no longer considered viable, or in insolvency-related situations. In addition, investors may limit their participation to avoid holdings exceeding thirty (30) percent of the shares or votes in the Company following completion of the issue. Certain investments may also be subject to notification requirements under the Swedish Foreign Direct Investment Screening Act and may therefore require approval from the Inspectorate of Strategic Products (ISP).

The Board of Directors has considered that the Capital Facility provides the Company with increased financial flexibility and the opportunity to continue implementing the Company’s commercial plan and the commercialization of JUNO-Checked. The Board has evaluated alternative financing solutions and considers the Capital Facility to constitute a cost-efficient and flexible solution in light of prevailing market conditions.

Accordingly, the AGM resolved to approve the Capital Facility.

Resolution regarding the necessary authorization to issue shares in connection with the capital facility

The AGM resolved to authorize the Board, in connection with a call for capital in accordance with the Capital Facility, no later than 31 January 2027, to resolve on an issue of units amounting to a maximum of SEK 4.65 million. Each unit shall consist of one (1) share and one (1) warrant issued free of charge. The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately following the Company’s call for capital, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years from the resolution on the issue and may be exercised for subscription of new shares during a one (1) week period prior to each half-year during the term.

The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in the Capital Facility, excluding Chairman of the Board Ulrik Spork and CEO Tore Duvold. The Board of Directors shall be authorized to determine the remaining terms and conditions of the issue.

The CEO, or the person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Resolution regarding amendment of the Articles of Association (item 14)

The AGM resolved to amend the Articles of Association as follows.

The CEO, or the person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office.

Resolution regarding authorization for the Board of Directors to resolve on issuances (item 15)

The AGM resolved to authorize the Board, until the next Annual General Meeting, on one or several occasions and within the limits of the Articles of Association, with or without deviation from the shareholders’ preferential rights, to resolve on issuances of shares and/or warrants amounting to a maximum of SEK 10 million (total issue amount). Payment may be made in cash, in kind or by set-off and otherwise subject to conditions pursuant to the Swedish Companies Act.

To the extent that the authorization is utilized for issues with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to any market-based issue discount, where applicable) and determined in accordance with the below.

If the authorization is utilized prior to a call for capital under the Capital Facility, the terms of the issue shall be determined according to the same principles as in the Capital Facility, i.e. through an issue of units where each unit shall consist of one (1) share and one (1) warrant. The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately preceding the Board’s resolution on the issue, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years and may be exercised for subscription of new shares during a one (1) week period prior to each half-year during the term.

If the authorization is utilized following a call for capital under the Capital Facility, the terms of the issue shall be determined according to the same principles as above, however the subscription price for the shares may be determined to not less than the same subscription price as resolved upon in connection with the call for capital under the Capital Facility.

The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is to enable the Company to attract new owners of strategic importance to the Company. The Board of Directors considers financial flexibility to be a strategic asset, particularly for a company at Spermosens’ stage of development. The ability to act decisively — whether to strengthen the Company’s financial position ahead of commercial milestones, attract investors with specific expertise or market access, or offer an equity interest as part of a broader commercial or partnership arrangement — may be crucial in maximizing value for all shareholders. The Board considers that this authorization provides the tools necessary to act on opportunities as they arise, without the delay associated with convening an extraordinary general meeting. The Board intends to utilize the authorization with discipline and only when deemed clearly in the interests of the Company and its shareholders.

Changes to the Board of Directors

With the resolutions adopted at the Annual General Meeting, Ingela Liljeqvist Soltic, Christina Östberg Lloyd and Søren Melsing Frederiksen step down from the Board of Directors. Together they have brought expertise across embryology and IVF, reproductive medicine and life science strategy and commercial development during a period of significant change for Spermosens. The Board and management thank them for their commitment and for their contributions to the transformation of the company. The Annual General Meeting elected Aleksander Giwercman and Klaas Rackebrandt as new Board members. Aleksander Giwercman is Professor of Reproductive Medicine at Lund University and brings scientific expertise in male infertility, having previously served as scientific adviser to Spermosens. Klaas Rackebrandt brings experience in medtech, M&A and international investor relations, and previously served as financial adviser to the company in connection with the strategic investment secured in March 2025. Spermosens welcomes them both and looks forward to their contribution as the company continues the clinical validation and commercialisation of JUNO-Checked.

Tore Duvold, CEO of Spermosens, comments: "I want to thank Ingela, Christina and Søren for their work and dedication over the past years. They have helped shape Spermosens into the company it is today. I am equally glad to welcome Aleksander and Klaas to the Board. Their combined expertise in reproductive medicine and medtech fits perfectly the stage we are now entering. The decisions taken at today's meeting give us the financial flexibility to continue the clinical validation and commercialization of JUNO-Checked, and I am grateful for the continued trust our shareholders have shown,"

About Spermosens AB

Spermosens AB is a pioneering biotechnology company based in Sweden, focused on advancing fertility diagnostics through science driven solutions. The company develops cutting-edge technologies designed to improve fertility outcomes and streamline treatment pathways for individuals and couples facing infertility. The proprietary product, JUNO-Checked, provides a novel diagnostic approach that enhances precision and evaluations by measuring the sperm-egg binding capacity. JUNO-Checked supports more informed clinical decisions and individualized treatments strategies. Driven by a strong commitment to scientific excellence and patient care, Spermosens collaborates with leading research institutions to deliver transformative fertility diagnostics to the global market. The company’s shares are listed on the Spotlight Stock Market under the name SPERM (ISIN code SE0015346424). For more information, see www.spermosens.com

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