_MACHINE TRANSLATION_
The Management Board of Bioceltix S.A., with its registered office in Wrocław (the “Issuer”, the “Company”), hereby provides, as an attachment to this current report, the content of the resolutions adopted by the Ordinary General Meeting (the “OGM”) held on 23 June 2026, together with the voting results. During the OGM, no items of the planned agenda were withdrawn from consideration, nor were any objections to the minutes raised with respect to the adopted resolutions.
A shareholder present at the OGM submitted during the meeting a draft resolution concerning item 4 of the agenda: Adoption of the agenda, i.e., draft resolution no. 02/06/2026 on the adoption of the agenda, the content of which is included in the attachment to this report. The resolution was adopted in accordance with the draft submitted by the shareholder. As a result of the adopted resolution, only the order of the matters considered within the announced agenda of the OGM was changed, as extended at the request of a shareholder pursuant to Current Report ESPI No. 13/2026 of 2 June 2026. The described change in the order of the agenda consisted solely of:
– moving the previous item 18 of the agenda: “18. Changes in the Supervisory Board of the Company” to item 16 of the agenda, and
– moving the previous items of the agenda, i.e., “16) Adoption of a resolution on the establishment of an Incentive Programme in the Company (…)” and “17) Adoption of a resolution on the issue of registered subscription warrants of series A with the exclusion of pre-emptive rights of existing shareholders (…)” to items 17 and 18 of the agenda.
As a result of the above change, the following agenda was adopted:
- Opening of the General Meeting.
- Election of the Chairperson of the General Meeting.
- Confirmation of the proper convening of 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 auditor on the audit of the financial statements.
- Consideration of the Management Board’s motion regarding coverage of the loss of BIOCELTIX S.A. for the financial year 2025.
- Consideration of the Supervisory Board’s report on its activities 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 operations for the financial year 2025.
- Adoption of a resolution on the approval of the Supervisory Board’s report on its activities 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 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.
- Changes in the Supervisory Board of the Company.
- Adoption of a resolution on the establishment of an Incentive Programme in the Company and the repeal of resolution no. 05/02/2021 of the Extraordinary General Meeting of 9 February 2021, as amended by resolution no. 19/06/2024 of the Ordinary General Meeting of 26 June 2024.
- Adoption of a resolution on the issue of registered subscription warrants of series A with the exclusion of pre-emptive rights of existing shareholders, the conditional increase of the Company’s share capital through the issue of ordinary bearer shares of series H with the exclusion of pre-emptive rights of existing shareholders, the repeal of resolution no. 03/02/2021 of the Extraordinary General Meeting of 9 February 2021 and resolution no. 04/02/2021 of the Extraordinary General Meeting of 9 February 2021, and the related amendment to the Company’s Articles of Association.
- Closing of the General Meeting.
Furthermore, a shareholder present at the OGM submitted during the meeting two draft resolutions concerning item 16 of the agenda (adopted in accordance with resolution 02/06/2026 described above): “16. Changes in the Supervisory Board of the Company”, namely:
– draft resolution no. 17/06/2026 on refraining from adopting a resolution on the dismissal of a Member of the Supervisory Board, and
– draft resolution no. 18/06/2026 on the appointment of a Member of the Supervisory Board, the content of which is included in the attachment to this report.
The above resolutions no. 17/06/2026 and 18/06/2026 were adopted in accordance with the drafts submitted by the shareholder.
After considering items 1 through 16 (inclusive) of the agenda adopted in accordance with resolution 02/06/2026 described above, a shareholder present at the OGM proposed the adoption of resolution no. 19/06/2026 on a break in the proceedings of the OGM until 7 July 2026 at 13:30. The resolution was adopted in accordance with the draft submitted by the shareholder.
In view of the above, the Management Board of the Issuer hereby announces a break in the proceedings of the OGM until 7 July 2026 at 13:30. The continuation of the OGM will take place at the Company’s registered office in Wrocław, at Bierutowska Street 57–59, Building III, on 7 July 2026 at 13:30.
Legal basis: § 20(1)(3–9) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and the conditions under which information required by the laws of a non‑member state may be considered equivalent.
Attachment:
– Content of the submitted draft resolutions.
20260623_ESPI_18_Uchwały_Podjęte_ZWZ_Załącznik_1.docx
20260623_ESPI_18_Uchwały_Podjęte_ZWZ_Załącznik_1.pdf
20260623_ESPI_18_Uchwały_Podjęte_ZWZ_Załącznik_2.pdf
Łukasz Bzdzion – President of the Management Board
Paweł Wielgus – Member of the Management Board