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The Management Board of Bioceltix S.A., with its registered office in Wrocław (the “Company” or the “Issuer”), announces that today (i.e. on 2 June 2026) the Company received information on the submission of a request by a shareholder representing at least one-twentieth of the share capital, i.e. Towarzystwo Funduszy Inwestycyjnych PZU S.A. with its registered office in Warsaw, acting on behalf of the funds it manages (the “Shareholder”), regarding the inclusion in the agenda of the Ordinary General Meeting of the Company convened for 23 June 2026 at 12:00 p.m. (the “General Meeting”) of the following item:
– “Changes in the Supervisory Board of the Company”.
The Shareholder attached draft resolutions proposed under the above-mentioned agenda item.
In connection with the above, the Management Board of the Company presents below the amended agenda, in which, in accordance with the Shareholder’s request, item 18 has been added to the agenda, and the previous item 18 “Closing of the General Meeting.” has been renumbered as item 19.
Additionally, attached to this current report, the Management Board of the Issuer also provides updated documents related to the convening of the Ordinary General Meeting: the announcement of the convening, draft resolutions, and the proxy voting form.
Below, the Management Board of the Issuer presents the updated agenda:
- 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.
- Changes in the Supervisory Board of the Company.
- Closing of the General Meeting.
The updated 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 are included in the attachments to this report.
Furthermore, pursuant to Article 402(3) of the Commercial Companies Code, the full text of the updated announcement convening the Ordinary General Meeting, together with attachments including updated proxy voting forms, has been published on the website:
https://bioceltix.com/ir/walne-zgromadzenia/
Detailed legal basis: Article 401 § 1 of the Commercial Companies Code.
Attachments
1. Announcement of convening BCX
BCX Ogłoszenie o zwołaniu ZWZ
2. Draft resolutions BCX
BCX Projekty uchwał ZWZ wraz z uzasadnieniem
3. Proxy voting form BCX
BCX Fromularz głosowania przez pełnomocnika – wersja edytowalna
BCX Fromularz głosowania przez pełnomocnika – wersja .pdf
4. Shareholder’s request to extend the agenda of the General Meeting
Bioceltix_punkt porządku obrad_zmiany w RN_ZWZ_23062026
Signatures of persons representing the Company:
Łukasz Bzdzion – Prezes Zarządu
Paweł Wielgus – Członek Zarządu
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