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The Management Board of Bioceltix S.A., with its registered office in Wrocław (the “Issuer”, the “Company”), announces that the Ordinary General Meeting of the Issuer has been convened for 23 June 2026, to commence at 12:00 p.m. at the registered office of the Management Board of the Company, i.e. in Wrocław (51-317), at 57-59 Bierutowska Street, Building III (Wrocław Business Parks area).
The detailed agenda of the convened Ordinary General Meeting of the Company includes:
- Opening of the General Meeting.
- Election of the Chairperson of the General Meeting.
- Confirmation of the correctness of convening the General Meeting and its capacity to adopt resolutions.
- Adoption of the agenda.
- Consideration of the Management Board’s report on the activities of BIOCELTIX S.A. for the financial year 2025.
- Consideration of the financial statements of BIOCELTIX S.A. for the financial year 2025, including the report of the independent statutory auditor on the audit of the financial statements.
- Consideration of the Management Board’s motion regarding the coverage of the loss of BIOCELTIX S.A. for the financial year 2025.
- Consideration of the Supervisory Board’s report on the activities of BIOCELTIX S.A. for the financial year 2025 and the results of the Supervisory Board’s assessment of the financial statements and the Management Board’s report on activities for the financial year 2025.
- Adoption of a resolution on the approval of the Supervisory Board’s report on the activities of BIOCELTIX S.A. for the financial year 2025.
- Adoption of a resolution on the approval of the Management Board’s report on the activities of BIOCELTIX S.A. for the financial year 2025.
- Adoption of a resolution on the approval of the financial statements of BIOCELTIX S.A. for the financial year 2025.
- Adoption of a resolution on the coverage of the loss of BIOCELTIX S.A. for the financial year 2025.
- Adoption of resolutions on granting discharge to the members of the Management Board of BIOCELTIX S.A. for the performance of their duties in 2025.
- Adoption of resolutions on granting discharge to the members of the Supervisory Board of BIOCELTIX S.A. for the performance of their duties in 2025.
- Discussion on the remuneration report of the Members of the Management Board and the Supervisory Board.
- Adoption of a resolution on establishing an Incentive Programme in the Company and repealing Resolution No. 05/02/2021 of the Extraordinary General Meeting of the Company dated 9 February 2021, as amended by Resolution No. 19/06/2024 of the Ordinary General Meeting of the Company dated 26 June 2024.
- Adoption of a resolution on the issuance of registered subscription warrants of series A with the exclusion of pre-emptive rights of existing shareholders, conditional increase of the Company’s share capital through the issuance of ordinary bearer shares of series H with the exclusion of pre-emptive rights of existing shareholders, repeal of Resolution No. 03/02/2021 of the Extraordinary General Meeting of the Company dated 9 February 2021 and Resolution No. 04/02/2021 of the Extraordinary General Meeting of the Company dated 9 February 2021, and the related amendment to the Company’s Articles of Association.
- Closing of the General Meeting.
The full text of the announcement convening the Ordinary General Meeting of the Company and the draft resolutions to be adopted at the Ordinary General Meeting of the Issuer, including the document containing a list of amendments to the Company’s Articles of Association, are included in the attachments to this report.
Furthermore, pursuant to Article 402(3) of the Commercial Companies Code, the full text of the announcement convening the Ordinary General Meeting, together with attachments including proxy voting forms, has been published on the website:
https://bioceltix.com/ir/walne-zgromadzenia/
Detailed legal basis: Articles 402(1) and 402(2) of the Commercial Companies Code.
Attachments:
- Announcement on convening the Ordinary General Meeting;
2. Draft resolutions together with justification;
BCX Projekty uchwał ZWZ wraz z uzasadnieniem
3. List of amendments to the Articles of Association;
4. Draft consolidated text of the Articles of Association;
BCX Projekt tekstu jednolitego
5. Opinion of the Management Board of the Company justifying the reasons for depriving shareholders of pre-emptive rights to subscription warrants and series H shares, and the method of determining the issue price of series H shares;
6. Management Board’s motion regarding coverage of the loss;
BCX RN wniosek Zarządu dot. straty za 2025 rok (podpisany)
7. Supervisory Board’s report on activities;
BCX Sprawozdanie Rady Nadzorczej z działalności za rok 2025
8. Remuneration report of the Members of the Management Board and the Supervisory Board;
Raport biegłego z wykonania usługi w zakresie oceny sprawozdania o wynagrodzeniach
9. Report of the independent statutory auditor on the performance of the service regarding the assessment of the remuneration report;
Sprawozdanie o wynagrodzeniach
10. Template of proxy form for shareholders;
11. Voting form for proxy voting;
BCX Fromularz głosowania przez pełnomocnika
BCX Fromularz głosowania przez pełnomocnika
12. Information on the number of shares and votes;
BCX Informacja o liczbie akcji
13. Information clause regarding the processing of personal data.
BCX Klauzula informacyjna RODO
Signatures of persons representing the Company:
Łukasz Bzdzion – Prezes Zarządu
Paweł Wielgus – Członek Zarządu
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