Report No. 25/2026 Submission of Draft Resolutions for the Ordinary General Meeting of Shareholders Przekaż swoją opinię na temat programu BizChat

_MACHINE TRANSLATION_

The Management Board of Bioceltix S.A. with its registered office in Wrocław (the “Issuer” or the “Company”) hereby announces that it has received from a shareholder representing at least one-twentieth of the Company’s share capital, namely TOTAL Closed-End Investment Fund (TOTAL Fundusz Inwestycyjny Zamknięty), a submission of draft resolutions pursuant to Article 401 § 4 of the Polish Commercial Companies Code, concerning items 17 and 18 of the proposed agenda of the Ordinary General Meeting of Shareholders of the Issuer, as adopted on 23 June 2026 and described in detail in Current Report No. 18/2026, i.e.:

(i) a resolution on the establishment of an Incentive Programme at the Company and the repeal of 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; and

(ii) a resolution on the issue of Series A registered subscription warrants with the exclusion of pre-emptive rights of existing shareholders, the conditional increase of the Company’s share capital through the issue of Series H ordinary bearer shares with the exclusion of pre-emptive rights of existing shareholders, the 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,

which Ordinary General Meeting of Shareholders will be continued, following the adjournment, on 16 July 2026.

The shareholder provided the following justification:

“Taking into account the course of the Ordinary General Meeting of Shareholders to date, as well as the discussion regarding the structure of the incentive programme and the persons to be covered by it, the Fund has decided to submit the draft resolutions set out below. These draft resolutions, resulting from consultations, exclude Management Board members from the incentive programme and reduce the total number of shares, and consequently also subscription warrants, available under the programme. At the same time, the intention is to adopt, in the near future, a separate incentive programme dedicated exclusively to Management Board members, based on the objectives developed during the consultation process.”

The content of the shareholder’s request, as well as the updated draft resolutions proposed for adoption by the Ordinary General Meeting of Shareholders of the Issuer and the updated proxy voting form, are attached to this current report and have been published on the Company’s website at: https://bioceltix.com/ir/walne-zgromadzenia/ in accordance with Article 402(3) of the Polish Commercial Companies Code.

Detailed legal basis: § 20(1)(4) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information to be disclosed by issuers of securities and on conditions for recognizing as equivalent information required under the laws of a non-member state.

Attachment:

  • Shareholder’s request together with draft resolutions.

20260715_ESPI_Raport_25_2026_Załącznik_nr_1_Żądanie_Zmiany_Akcjonariusz

  • Updated draft resolutions for the Ordinary General Meeting of Shareholders.

20260715_ESPI_Raport_25_2026_Załącznik_nr_2_Zaktualizowane_Projekty_Uchwał_Wraz_Z_Uzasadnieniem

  • Updated proxy voting form.

20260715_ESPI_Raport_25_2026_Załącznik_nr_3_Zaktualizowany_Formularz_Głosowania_Przez_Pełnomocnika.docx
20260715_ESPI_Raport_25_2026_Załącznik_nr_3_Zaktualizowany_Formularz_Głosowania_Przez_Pełnomocnika.pdf

Signatures of persons representing the Company:
Łukasz Bzdzion – President of the Management Board
Paweł Wielgus – Member of the Management Board

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