Announcement from the Annual General Meeting of Vicore Pharma Holding AB (publ)
STOCKHOLM, SE / ACCESS Newswire / May 6, 2026 /Today on 6 May 2026, the Annual General Meeting (the "AGM") of Vicore Pharma Holding AB (publ) ("Vicore Pharma" or the "Company")(STO:VICO) was held, whereby the shareholders passed the following resolutions.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2025.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors ' proposal, that no dividend shall be paid and that Vicore Pharma 's results for the financial year 2025 shall be carried forward.
Discharge from liability
The Board of Directors and the CEO were discharged from liability for the financial year 2025.
Election of board members and auditors, and fees to the Board of Directors and auditors
The AGM resolved, in accordance with the Nomination Committee 's proposal, to re-elect Hans Schikan, Jacob Gunterberg, Elisabeth Björk, Heidi Hunter, Ann J. Barbier och Yasir Al-Wakeel as members of the Board of Directors and to elect Peter Guenter as new board member. Michael Buschle had declined re-election. Hans Schikan was re-elected as chairman of the Board of Directors. The registered audit firm Ernst & Young Aktiebolag was re-elected as the Company 's auditor for the period until the end of the next Annual General Meeting.
The AGM resolved, in accordance with the Nomination Committee 's proposal, that the fees to the Board of Directors shall amount to SEK 3,010,000 in total (SEK 2,740,000 previous year) and be paid in accordance with the following, provided that the board members are not employees of the Company:
SEK 750,000 (SEK 700,000) to the chairman of the Board of Directors and SEK 270,000 (SEK 240,000) to each of the other board members;
SEK 160,000 (SEK 150,000) to the chairman of the Audit Committee and SEK 80,000 (SEK 75,000) to each of the other members of the Audit Committee;
SEK 80,000 (SEK 75,000) to the chairman of the Remuneration Committee and SEK 40,000 (SEK 37,500) to each of the other members of the Remuneration Committee; and
SEK 80,000 (SEK 75,000) to the chairman of the Scientific Committee and SEK 40,000 (SEK 37,500) to each of the other members of the Scientific Committee.
The AGM resolved that the board members shall have the right to receive 50 percent of their gross board fees (excluding fees for committee work) in RSUs in incentive program Board RSU 2026 (as defined below) instead.
The AGM further resolved, in accordance with the Nomination Committee 's proposal, that the fee to the auditor shall be paid in accordance with approved invoice.
Approval of the Board of Directors ' remuneration report
The AGM resolved to approve the Board of Directors ' remuneration report for the financial year 2025.
Authorization to issue new shares, warrants and/or convertibles
The AGM resolved, in accordance with the Board of Directors ' proposal, to authorize the Board of Directors, at one or several occasions and for the period until the next Annual General Meeting, to increase the Company 's share capital by issuing new shares, warrants and/or convertibles. Such share issue may be carried out with or without deviation from the shareholders ' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. If the issue resolution is made with deviation from the shareholders ' preferential rights, the number of shares that may be issued under the authorization may correspond to not more than 20 per cent of the number of outstanding shares and votes at the time of the Annual General Meeting.
The purpose of the authorization is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors. Should the Board of Directors resolve on a share issue with deviation from the shareholders ' preferential rights, the reason for this shall be to finance acquisitions of businesses or assets or to raise capital to finance the Company 's projects.
Adoption of an equity-based program for the members of the Board of Directors
The AGM resolved, in accordance with the Nomination Committee 's proposal, to adopt an equity-based program (being Restricted Share Units ("RSU")) for members of the Board of Directors of the Company ("Board RSU 2026"). Board RSU 2026 comprises not more than 1,185,000 RSUs which are granted free of charge. The RSUs shall vest over approximately one year. Each vested RSU entitles the holder to receive one share in the Company free of charge.
The RSUs shall be granted to the participants immediately after the Annual General Meeting. The number of RSUs will be determined by dividing in total SEK 2,370,000 with the volume weighted average price of the Company 's share on Nasdaq Stockholm for the five trading days immediately prior to the grant date. Thus, the number of RSUs will be determined in close connection to the date of grant and distributed equal on a 1:1 basis as the fixed annual compensation to board members. That is, SEK 750,000 to the chairman of the board and SEK 270,000 to each of the other board members. In addition, the board members shall, individually and at their choice, have the right to receive 50 percent of their gross board fees (excluding fees for committee work) in RSUs instead of cash compensation.
It was further resolved, in accordance with the Nomination Committee 's proposal, to issue a maximum of 1,185,000 warrants to a wholly owned subsidiary to the Company, and to approve the transfer of the warrants to participants in Board RSU 2026, in order to ensure delivery of shares. Each warrant entitles to subscription of one new share in the Company, which may result in a maximum increase in the Company 's share capital of SEK 592,499.994248.
Adoption of a co-worker long-term incentive program
The AGM resolved, in accordance with the Board of Directors ' proposal, to adopt a long-term incentive program for senior management and employees (including consultants) in the Company and the group ("Co-worker LTIP 2026"). Co-worker LTIP 2026 comprises not more than 11,000,000 options (the "Options") which are granted free of charge. The Options shall vest over a three-year period with one third each year on the anniversary of the grant date, provided that the holder, with some customary exceptions, is still employed within the group. Each vested Option entitles the holder to acquire one share in the Company at a subscription price corresponding to 125 percent of the volume-weighted average price of the Company 's share on Nasdaq Stockholm for five trading days preceding the date on which the Options were granted.
The Board of Directors shall annually resolve upon the allocation of Options no later than the day falling two years after the Annual General Meeting. The maximum allocation per category shall be 5,000,000 Options for the CEO, 7,000,000 Options for senior management and key employees and 5,000,000 Options for other employees and consultants, as applicable. The maximum individual allocation for senior management and key employees amounts to 2,000,000 Options and the maximum individual allocation for other employees and consultants amounts to 800,000 Options.
It was further resolved, in accordance with the Board of Directors ' proposal, to issue a maximum of 11,000,000 warrants to a wholly owned subsidiary to the Company, and to approve the transfer of the warrants to participants in Co-worker LTIP 2026, in order to ensure delivery of shares and, if necessary, to hedge social security costs. Each warrant entitles to subscription of one new share in the Company, which may result in a maximum increase in the Company 's share capital of SEK 5,499,999.946603.
For detailed terms and conditions regarding the resolutions at the AGM as set out above, please refer to the notice, the complete proposals and other documents which are available at the Company 's website, www.vicorepharma.com.
For further information, please contact:
Megan Richards, VP of IR and Comms, +1 978 269-4372, megan.richards@vicorepharma.com
Hans Jeppsson, CFO, +46 70 553 14 65, hans.jeppsson@vicorepharma.com
About Vicore Pharma
Vicore Pharma is a clinical-stage pharmaceutical company unlocking the potential of a new class of drugs with disease-modifying potential in respiratory and fibrotic diseases, including idiopathic pulmonary fibrosis (IPF). The Company 's lead program, buloxibutid, is a first-in-class oral small molecule angiotensin II type 2 receptor agonist, which has received Orphan Drug and Fast Track designation from the United States Food and Drug Administration and is currently being investigated in the global 52-week Phase 2b ASPIRE trial in IPF.
Vicore Pharma 's shares are listed on Nasdaq Stockholm (VICO).www.vicorepharma.com
SOURCE: Vicore Pharma Holding
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