Communiqué from the Annual General Meeting of Coegin Pharma AB (publ)

Today, 22 May 2025, the Annual General Meeting of Coegin Pharma AB (publ) ("Coegin Pharma" or the "Company") was held. Below is a summary of the resolutions passed. All resolutions were adopted unanimously.

Appropriation of profits and discharge from liability
The AGM resolved to adopt the proposal of the Board of Directors regarding the appropriation of the Company's result, as set out in the annual report, and that no dividend shall be paid for the financial year 2024. The AGM also resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2024.

Election of the Board of Directors and auditor
The AGM resolved to re-elect Jens Eriksson, Thoas Fioretos, Eva Sjökvist Saers and Erlend Skagseth as members of the Board of Directors for the period until the end of the next AGM. Eva Sjökvist Saers was re-elected as Chair of the Board.

Furthermore, the AGM resolved to re-elect Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period until the end of the next AGM, with the intention that Ola Bjärehäll will continue as the auditor-in-charge. 

Determination of remuneration to the Board of Directors and the auditors
The AGM resolved that remuneration to the Board of Directors shall amount to a total of SEK 576,000, with SEK 288,000 to the Chair of the Board and SEK 144,000 to each of the other members not employed by the Company. Work performed outside of ordinary board duties may be invoiced on market terms.

The AGM further resolved that fees to the auditor shall be paid in accordance with approved invoices and customary charging standards.

Adoption of principles for the Nomination Committee
The AGM resolved to adopt the principles for the Nomination Committee in accordance with the proposal from the Nomination Committee. The Chair of the Board shall, based on the ownership structure as of 30 September 2025, convene a Nomination Committee consisting of one representative from each of the three largest shareholders, as well as the Chair of the Board.

The Nomination Committee shall carry out the tasks set out in the Swedish Corporate Governance Code. No remuneration will be paid to members of the Nomination Committee, but reimbursement of incurred expenses shall be made.

Approval of guidelines for a variable remuneration programme requiring the acquisition of Coegin Pharma AB shares for the financial year 2025
The AGM resolved to approve guidelines for a variable remuneration programme for the CEO (the "Participant"), requiring the acquisition of shares in Coegin Pharma (the "Programme"), and to authorise the Board of Directors to design and implement the Programme accordingly. The targets and remuneration related to the Programme are not tied to the share price performance and therefore are not considered a share-based incentive programme. However, the Board of Directors has resolved that the guidelines should be approved by the AGM.

The purpose of the Programme is to promote and increase the Participant's shareholding in Coegin Pharma and to strengthen the Company's ability to offer competitive compensation models.

Under the Programme, the Participant is required to use the full amount of the variable remuneration, net of tax, to acquire Coegin Pharma shares on the stock market. The Company will cover any applicable social security contributions. Share purchases shall be made immediately following the payment of variable remuneration. In the event of regulatory obstacles, such as a closed period, the acquisition shall be made as soon as the obstacle no longer applies.

Shares acquired under the Programme shall be retained by the Participant for a minimum period of three years. If the Participant's employment is terminated - whether by resignation, dismissal or otherwise - during this period, the shares must still be held for the full three-year period. Any breach of the Programme conditions, including but not limited to failing to provide required information regarding shareholding status or selling the shares prematurely, may result in sanctions and a repayment of the full amount (including any income tax paid, but excluding social security contributions) received under the Programme.

The variable remuneration shall be market-based and amount to no more than 30 percent of the Participant's annual fixed base salary, and be linked to strategically important short- and long-term business goals measurable during 2025. The remuneration shall be paid no later than March of the following year. If the Participant's assignment ends during the financial year, no variable remuneration shall be paid. The total cost for the Programme is estimated at a maximum of SEK 468,000, excluding social security contributions. The remuneration shall not entitle the Participant to any pension benefits or holiday pay beyond what is required by law.

When designing the Programme, the Board of Directors shall consider the inclusion of clawback provisions for any remuneration paid on the basis of clearly incorrect data, and the possibility to defer, reduce or cancel payments if deemed inappropriate in light of the Company's performance, financial position or liquidity.

The prerequisites and need for variable remuneration may vary from year to year and person to person. The Board shall therefore evaluate the conditions and need for any such remuneration on an annual basis.

Resolution to amend the Articles of Association
The AGM resolved to amend § 2 of the Articles of Association, allowing general meetings to be held in Stockholm in addition to the municipality where the Board of Directors has its registered office.

Authorisation for the Board of Directors to resolve on new issues
The AGM resolved to authorise the Board of Directors to, on one or more occasions until the next AGM, resolve on issues of shares and/or warrants and/or convertibles, with or without deviation from the shareholders' preferential rights, within the limits of the Articles of Association, up to a total issue amount of SEK 35,000,000. Payment may be made in cash, in kind or by set-off, and may include conditions under the Swedish Companies Act.

In the event of a deviation from the shareholders' preferential rights, the issue price shall be market-based (allowing for customary discounts).

The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights are to strengthen the Company's financial flexibility in connection with specific events, reduce debt, facilitate acquisitions, attract new strategic shareholders and secure working capital for the Company.

The complete documentation relating to the resolutions adopted at the Annual General Meeting is available at coeginpharma.com/en.

For further information, please contact:
Jens Eriksson, CEO
Email: [email protected]

This document is a translation of the original Swedish press release. In case of any discrepancies, the Swedish version shall prevail.

About Coegin Pharma
Coegin Pharma is a Swedish biotech company primarily focused on peptide-based premium products for hair growth and skin pigmentation. The goal is to commercialise a hair growth product series by the end of 2025, followed by a skin pigmentation product in 2026.

Coegin Pharma's share is listed on NGM Nordic SME and dual-listed on Börse Stuttgart, and the company has a registered office in Lund, Sweden. 

For more information, please visit: coeginpharma.com/en