MALMÖ, SE / ACCESS Newswire / May 4, 2026 / Ascelia Pharma (STO:ACE) – Today, on 4 May 2026, an annual general meeting was held in Ascelia Pharma AB. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes, except as set out below.
Resolution on adoption of accounts and allocation of the company’s result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the board of directors to allocate the company’s result, meaning that no dividends are paid to the shareholders and that available funds of SEK 13,433,882 are carried forward.
Discharge from liability for the members of the board members and the CEO
The annual general meeting resolved to discharge the board members and the CEO from liability for the financial year 2025.
Election and remuneration of the board of directors and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Peter Benson, Helena Wennerström, Hans Maier, Lauren Barnes and Marianne Kock as board members. Peter Benson was re-elected as chairman of the board.
Furthermore, the annual general meeting resolved that remuneration to the board of directors shall be paid with SEK 630,000 to the chairman of the board and with SEK 315,000 to each of the other board members who are not employed by the company. It was further resolved that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee, with SEK 25,000 to each of the other members of the Audit Committee, with SEK 50,000 to the chairman of the Remuneration Committee and with SEK 25,000 to each of the other members of the Remuneration Committee. Furthermore, it was resolved that board members residing outside of Europe shall be paid additional board remuneration with SEK 10,000 per physical board meeting attended.
The annual general meeting also resolved, in accordance with the Nomination Committee’s proposal, that part of the fees to the members of the board, in respect of their board assignment (excluding remuneration for committee work and attendance at meetings), may be paid in the form of synthetic shares.
Finally, the annual general meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor and that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Mikael Nilsson will continue to be the auditor in charge.
Resolution on remuneration of the Nomination Committee for work ahead of the annual general meeting in 2027
The annual general meeting resolved in accordance with the proposal from the Nomination Committee that remuneration shall be paid with SEK 50,000 to the chairman of the Nomination Committee for the work up and until the annual general meeting to be held in 2027.
Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved in accordance with the proposal from the board of directors to adopt new guidelines for remuneration to senior executives.
Resolution on approval of remuneration report
The annual general meeting resolved to approve the board of directors’ remuneration report for the financial year 2025.
Resolution on authorization for the board of directors regarding issues
The board of directors’ proposal on authorization for the board of directors regarding issues did not receive the required majority. The annual general meeting therefore resolved to reject the board of directors’ proposal. As a consequence, the board of directors intends to seek additional input from major shareholders with the aim of presenting a new proposal for resolution at a subsequent general meeting.
Resolution on implementation of a long-term incentive program by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization for repurchase of series C shares; and (D) resolution on transfer of own ordinary shares
The annual general meeting resolved in accordance with the proposal from the board of directors to implement a long-term incentive program in the form of a performance-based share saving program (the “LTI 2026“) for employees. LTI 2026 entails that the participants will invest in or allocate already owned ordinary shares in the company (“Saving Shares“). Following a predefined time period, the participants will, free of charge, have the right to receive additional shares in the company (“Matching Shares“). In addition, conditional upon fulfilment of a goal related to the development of the share price, the participants will further, free of charge, have the right to receive additional shares in the company (“Performance Shares“).
The maximum number of shares that can be issued in relation to LTI 2026 is 5,084,162, whereof 4,416,000 for delivery of Matching Shares and Performance Shares to the participants and in the aggregate 668,162 related to hedging of cash flow for social security payments, which corresponds to a dilution of approximately 3.67 per cent of the company’s ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full issuance of shares in connection with LTI 2026.
In order to secure the company’s delivery of Matching Shares and Performance Shares to the participants under LTI 2026, the annual general meeting also resolved (i) to authorize the board of directors to resolve on directed issues of series C shares, whereby the new shares, with deviation from the shareholders’ preferential rights, only may be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares; (ii) to authorize the board of directors to resolve to repurchase own series C shares; and (iii) to approve transfer of own ordinary shares to the participants under LTI 2026.
Resolution on authorization for the board of directors regarding transfer of own ordinary shares
The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors to, for the period up until the next annual general meeting, re-solve on transfer of not more than 10,000 own ordinary shares, for the purpose of hedging cash flow for social security payments that may occur in relation to LTI 2023. Transfer of shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share. The number of shares that may be transferred shall be subject to recalculation in consequence of an intervening bonus issue, split or reverse split, rights issue, and/or other similar corporate actions which affects the number of shares in the company. Transfer of shares may also be effected outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights. Such transfers may be made at a price corresponding to the market price at the time of the transfer of the ordinary shares transferred, with the deviation deemed appropriate by the board of directors.
Malmö on 4 May 2026
Ascelia Pharma AB (publ)
Contacts
Magnus Corfitzen, CEO
Email: moc@ascelia.com
Tel: +46 735 179 118
Anton Hansson, CFO
Email: anton.hansson@ascelia.com
Tel: +46 735 179 113
This information was submitted for publication, through the agency of the contact persons set out above.
About us
Ascelia Pharma is a biotech company focused on orphan oncology treatments. We develop and commercialize novel drugs that address unmet medical needs and have a clear development and market pathway. The company has two drug candidates – Orviglance and Oncoral – in development. Ascelia Pharma has global headquarters in Malmö, Sweden, and is listed on Nasdaq Stockholm (ticker: ACE). For more information, please visit http://www.ascelia.com.
Attachments
Bulletin from the Annual General Meeting in Ascelia Pharma AB on 4 May 2026
SOURCE: Ascelia Pharma
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