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

Today, on May 21, 2026, the Annual General Meeting of Coegin Pharma AB (publ) ("Coegin Pharma" or the "Company") was held. A summary of the resolutions adopted follows below. All resolutions were adopted unanimously.

Allocation of earnings and discharge from liability
The Annual General Meeting resolved to allocate the Company's result in accordance with the Board of Directors' proposal in the annual report and that no dividend shall be distributed for the financial year 2025. Furthermore, the Annual General Meeting resolved to grant discharge from liability to the members of the Board of Directors and the Chief Executive Officer for the financial year 2025.

Election of the Board of Directors and audit firm
The Annual General Meeting resolved to re-elect Thoas Fioretos, Eva Sjökvist Saers and Erlend Skagseth as Board members for the period until the end of the next Annual General Meeting, and to elect Daniel Odéhn as new Board member. Eva Sjökvist Saers was re-elected as Chair of the Board.

Furthermore, the Annual General Meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period until the end of the next Annual General Meeting, whereby the intention is for Ola Bjärehäll to continue as auditor in charge.

Determination of remuneration to the Board of Directors and the auditors
The Annual General Meeting resolved that remuneration to the Board of Directors shall amount to a total of SEK 720,000, of which SEK 288,000 shall be paid to the Chair of the Board and SEK 144,000 to each of the other Board members. Work in addition to ordinary Board work may be invoiced on market terms.

Furthermore, the Annual General Meeting resolved that the auditor's fee shall be paid in accordance with approved invoices and customary billing standards.

Adoption of guidelines for the Nomination Committee
The Annual General Meeting resolved to adopt guidelines for the Nomination Committee in accordance with the Nomination Committee's proposal. The Chair of the Board of Directors shall, based on the ownership structure of the Company as of September 30, 2026, convene a Nomination Committee consisting of one representative from each of the three largest shareholders in the Company, together with the Chair of the Board. 

The Nomination Committee shall perform the duties assigned to it in accordance with the Swedish Corporate Governance Code. No remuneration shall be paid to the members of the Nomination Committee; however, compensation for incurred expenses shall be paid.

Resolution on approval of guidelines for a remuneration program with a requirement to acquire shares in Coegin Pharma AB for the financial year 2026
The Annual General Meeting resolved to approve guidelines for a variable remuneration program for the Chief Executive Officer (the "Participant") that includes a requirement to acquire shares in Coegin Pharma (the "Program"), and authorized the Board of Directors to design and implement a variable remuneration program with an associated requirement to acquire Coegin Pharma shares. The targets and remuneration under the Program will not be related to the development of the Coegin Pharma share and are therefore not considered to constitute a share-based incentive program. 

The purpose of the Program is to promote and increase the Participant's shareholding in Coegin Pharma and to enhance the Company's ability to offer competitive remuneration structures. The Participant in the Program shall use the entire amount of the variable remuneration under the Program, net of tax, to acquire Coegin Pharma shares on the stock exchange. Shares acquired under the Program shall be retained by the Participant for a minimum period of three years following the acquisition.

The variable remuneration shall be market-based and may amount to a maximum of 30 percent of the Participant's annual fixed base salary and shall be linked to strategically important short- and long-term operational targets measurable during 2026. The total cost for the Participant under the Program is estimated to amount to a maximum of SEK 516,600, excluding any social security contributions. However, remuneration under the Program shall not give rise to pension benefits or holiday pay beyond what follows from mandatory law.

Resolution on (a) amendment of the limits for the share capital and the number of shares in the articles of association and (b) reduction of the share capital
The Annual General Meeting resolved on (a) amendment of the limits for the share capital and the number of shares in the articles of association and (b) reduction of the share capital in accordance with the below.

a) Amendment of the limits for the share capital and the number of shares in the articles of association

The Annual General Meeting resolved to amend the limits for the share capital in § 4 of the articles of association from "not less than SEK 10,000,000 and not more than SEK 40,000,000" to "not less than SEK 2,850,000 and not more than SEK 11,400,000", and to amend the limits for the number of shares in § 5 of the articles of association from "not less than 20,000,000 and not more than 80,000,000" to "not less than 28,500,000 and not more than 114,000,000".

b) Reduction of the share capital 

The Annual General Meeting resolved on a reduction of the Company's share capital in accordance with the following:

  • The reduction of the share capital shall be made for allocation to unrestricted equity.
  • The share capital shall be reduced by SEK 11,436,501.60.
  • The reduction of the share capital shall be carried out without cancellation of shares, meaning that the quota value of the shares is reduced.
  • The resolution is conditional upon the amendment of the articles of association in accordance with item a) above.
  • Implementation of the proposal requires approval from the Swedish Companies Registration Office. 

Resolution on authorization for the Board of Directors to resolve on new issues
The Annual General Meeting authorized the Board of Directors, until the next Annual General Meeting, on one or several occasions and within the limits of the articles of association, with or without deviation from the shareholders' pre-emption rights, to resolve on the issuance of shares and/or warrants and/or convertibles up to a total amount of SEK 35,000,000 (total issue amount). Payment may be made in cash, in kind or by set-off and otherwise subject to conditions set out in the Swedish Companies Act.

To the extent the authorization is exercised for an issuance with deviation from the shareholders' pre-emption rights, the subscription price shall be on market terms (subject to a market-based issue discount, where applicable).

The purpose of the authorization and the reasons for any deviation from the shareholders' pre-emption rights are to increase the Company's financial flexibility in specific situations, to reduce the Company's debt burden, to enable acquisitions, to facilitate the attraction of new shareholders of strategic importance to the Company, and to provide the Company with working capital.

Complete documentation regarding the resolutions adopted at the Annual General Meeting is available for download at coeginpharma.com.

For further information, please contact:
Jens Eriksson, CEO, or Lars B. Rasmussen, CFO 
Email: [email protected]

About Coegin Pharma
Coegin Pharma is a Swedish innovation company developing and commercializing advanced cosmetic technologies for hair and skin. The company's flagship innovation, Follicopeptide®, is a patented, clinically developed peptide technology targeting hair thinning. It is currently being introduced globally through selected partners and the company's own brand platform. In parallel, Coegin is also developing NPP-4, a next-generation cosmetic peptide innovation designed to enhance skin tone without UV exposure or chemicals.

With scalable in-house production, established intellectual property, and a flexible commercial model, Coegin Pharma is positioned to bring differentiated, science-based products to the global cosmetics market.

Coegin Pharma's share is listed on the NGM Growth Market and dual-listed on Börse Stuttgart. The company is headquartered in Lund, Sweden.

For more information, including company updates and social media links, visit coeginpharma.com


Om Coegin Pharma

Coegin Pharma är ett svenskt innovationsbolag som utvecklar och kommersialiserar avancerade kosmetiska teknologier för hår och hud.

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Kurs 3,66 SEK (2026-05-20)
Förändring ,27% (2025-05-20)
Marknad NGM Growth Market Kortnamn COEGIN ISIN-kod SE0020357754