Right to participate and notification

Shareholders wishing to attend the general meeting shall:

• be entered in the share register kept by Euroclear Sweden AB on Thursday, 4 June 2026, and
• notify the Company no later than Monday, 8 June 2026, by e-mail to info@bibbinstruments.com. Notification may also be made by telephone to +46 (0)708-99 94 86 or in writing to BibbInstruments AB, Medicon Village, SE-223 81 Lund. The notification shall state full name, personal or registration number, shareholding, address and daytime telephone number and should, where applicable, include information regarding any representative or assistants (no more than 2). Where applicable, the notification should be accompanied by powers of attorney, certificates of registration and other authority documents.

 

Nominee-registered shares

Shareholders whose shares are nominee-registered must, in order to be entitled to attend the annual general meeting, request through their nominee that the shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB as of the record date Thursday, 4 June 2026 (so-called voting registration). Shareholders wishing to register the shares in their own name must, in accordance with each nominee's procedures, request that the nominee makes such voting registration. Voting registrations requested by shareholders in such time that the registration has been made by the relevant nominee no later than Monday, 8 June 2026, will be taken into account in the preparation of the share register.

 

Proxies, etc.

If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (no more than five (5) years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authority document for the legal entity. To facilitate access, a copy of the power of attorney and other authority documents should be attached to the notification of attendance. A proxy form is available on the Company's website www.bibbinstruments.com and will be sent by post to shareholders who contact the Company and provide their address.

 

Number of shares and votes

The total number of outstanding shares in the Company at the time of this notice is 160,983,149. The Company holds no own shares.

 

 

 

Proposed agenda:

1. Opening of the meeting.
2. Election of chair of the meeting.
3. Preparation and approval of voting list.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditor's report.
8. Resolutions
   1. on the adoption of the income statement and balance sheet;
   2. on the disposition of the Company's profit or loss according to the adopted balance sheet; and
   3. on the discharge from liability of the members of the board of directors and the CEO.
9. Determination of the number of board members and the number of auditors.
10. Determination of fees to the board of directors and the auditors.
11. Election of board of directors and auditors or auditing firm.
12. The Board's proposal for adoption of instructions for the nomination committee.
13. Resolution on amendment of the articles of association.
14. Resolution on reduction of the share capital.
15. Closing of the meeting.

 

Proposed resolutions in brief:

Election of chair of the meeting (item 2)
The Board of the Company has indicated that it proposes that Fredrik Lindblad be appointed to chair the annual general meeting, or, in the event of his absence, the person designated by the Board.

Resolution on the disposition of the Company's profit or loss according to the adopted balance sheet (item 8b)
The Board proposes that the annual general meeting dispose of the Company's profit or loss in accordance with the Board's proposal in the annual report.

The Board further proposes that no dividend be paid for the financial year 2025.

Determination of the number of board members and the number of auditors (item 9)
Shareholders of the Company have indicated that they propose that the board of directors shall consist of four (4) board members. The shareholders further propose that one (1) auditor be appointed.

Determination of fees to the board of directors and the auditor (item 10)
Shareholders of the Company have indicated that they propose that board fees be paid in the amount of SEK 250,000 to the chair of the board, SEK 150,000 to each of the board members Sara Lindroth, Kristian Waldeck and Charles Walther.

The shareholders have further proposed that auditor's fees be paid against approved invoice in accordance with customary billing standards.

Election of board of directors and auditors or auditing firm (item 11)
Shareholders of the Company have indicated that they propose that Erik von Schenck, Sara Lindroth, Kristian Waldeck and Charles Walther be re-elected as ordinary board members. For the position of chair of the board, the re-election of Erik von Schenck is proposed.

The Board has further proposed that the Company's auditor Baker Tilly Saxos KB, with the principal authorised public accountant Niclas Frank, be re-elected for the period until the end of the annual general meeting held in the next financial year.

The Board's proposal for adoption of instructions for the nomination committee (item 12)
The Board proposes that the general meeting resolves on the introduction of a nomination committee and instructions for the nomination committee. The Board proposes the following principles for the appointment of the nomination committee (the "Nomination Committee Instruction").

The nomination committee shall consist of three members. The members shall be appointed by the chair of the board contacting the three largest shareholders by voting power at the end of the third quarter each year. Each of these is asked to appoint one member.

If any of the shareholders contacted does not wish to appoint a member, the matter shall pass to the next shareholder until three owner representatives have been appointed or until all shareholders with holdings exceeding 5% of voting power have been contacted. If three members cannot be recruited as set out above, the chair of the board shall form part of the nomination committee.

The chair of the Company shall thereafter convene a constituent meeting of the nomination committee.

The composition of the nomination committee shall be published no later than six months before the annual general meeting. The nomination committee's mandate shall apply until a new nomination committee has been constituted. The nomination committee shall appoint a chair from among its members.

Should a member resign, a replacement shall be sought from the same shareholder. Should a shareholder that has appointed a member of the nomination committee materially reduce its holding in the Company, the next shareholder by size shall, if the nomination committee so decides, be offered to appoint a member of the nomination committee. Any changes in the composition of the nomination committee shall be published immediately by the Company.

The nomination committee shall, ahead of the annual general meeting, submit proposals regarding the following:

• Election of chair of the annual general meeting,
• The number of board members and any deputy board members,
• The number of auditors and any deputy auditors
• Board members, chair of the board, any vice chair of the board and any deputy board members,
• Any committee members and committee chairs,
• Auditor and any deputy auditors,
• Fees to the board, divided between the chair and the members,
• Fees to the auditor(s), and
• Any proposed amendments to the Nomination Committee Instruction

The nomination committee's proposals shall be presented in connection with the notice of the annual general meeting or any other general meeting at which elections of the board or auditors, and resolutions on fees to such, are to be held, and on the Company's website, however no later than one month before the said meeting. The nomination committee's term of office runs until a new nomination committee has been appointed. The nomination committee proposes that remuneration shall only be paid for direct costs in connection with the assignment.

The Nomination Committee Instruction shall apply until a resolution on changes to the procedure for appointing the nomination committee is adopted by the general meeting.

Resolution on amendment of the articles of association (item 13)

The Board proposes that the general meeting resolves to amend the company's articles of association in accordance with the following:

§ 4 Share capital and number of shares

Current wording

The share capital shall be no less than SEK 9,928,000 and no more than SEK 39,712,000. The number of shares shall be no less than 116,800,000 and no more than 467,200,000.

Proposed wording

The share capital shall be no less than SEK 1,609,831.49 and no more than SEK 6,439,325.96. The number of shares shall be no less than 160,983,149 and no more than 643,932,596.

Following the amendments, the articles of association shall have the wording set out in the complete proposed resolution.

The resolution is conditional upon the general meeting also resolving in accordance with the Board's proposed resolution on reduction of the share capital.

____________________

A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

The company's CEO shall be authorised to make such minor formal adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office (Bolagsverket).

Resolution on reduction of the share capital (item 14)

The Board proposes that the general meeting resolves on a reduction of the Company's share capital in accordance with Appendix 3. The proposal entails that the share capital be reduced by SEK 12,073,736.175, from SEK 13,683,567.665 to SEK 1,609,831.49, for allocation to unrestricted equity. The reduction is carried out without cancellation of shares. The quota value (kvotvärde) is thereby changed from approximately SEK 0.085 per share to SEK 0.01 per share.

The resolution is conditional upon the general meeting also resolving on the amendment of the articles of association under item 13. The reduction requires the consent of the Swedish Companies Registration Office (Bolagsverket) or a general court.

A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Personal data
Personal data obtained from the share register kept by Euroclear Sweden AB, the notifications of attendance at the meeting and information regarding representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.

Other

The annual report together with the auditor's report for the Company, as well as the complete proposed resolutions and proxy form, will be made available at the Company's office at Scheeletorget 1, SE-223 63 Lund and on the Company's website www.bibbinstruments.com no later than three (3) weeks before the annual general meeting, and will be sent to shareholders who so request and provide their postal address.

 

Shareholders attending the general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

 

 

Lund in May 2026

BiBBInstruments AB

THE BOARD OF DIRECTORS

 

 

For more information, please contact:

Fredrik Lindblad, CEO

Email: fredrik.lindblad@bibbinstruments.com

Phone: +46 70 899 94 86

www.bibbinstruments.com

 

This is a translation of the Swedish press release. In the event of any discrepancy, the Swedish language version shall prevail.

The information was submitted for publication, through the agency of the contact person set out above, at the time stated by the Company’s news distributor upon publication of this press release.

 

  

About BiBBInstruments AB

BiBBInstruments AB is a cancer diagnostics company developing and manufacturing EndoDrill®, the world’s first series of market-cleared powered endoscopic biopsy instruments. EndoDrill® is designed to obtain core tissue samples (core needle biopsies, CNB) with high diagnostic accuracy and aims to improve the diagnosis of cancers in organs such as the stomach, pancreas, liver, lungs, and urinary bladder. The product portfolio targets the global market for ultrasound-guided endoscopic biopsy instruments (EUS/EBUS), one of the most advanced and fastest-growing segments within modern endoscopy. BiBB received FDA 510(k) clearance for its first instrument, EndoDrill® GI, in 2023 and CE marking under the European Medical Device Regulation (MDR) in 2024 for all three product variants – EndoDrill® GI, EndoDrill® EBUS, and EndoDrill® URO. As such, EndoDrill® is the first powered biopsy system cleared in both the United States and Europe. The U.S. launch of EndoDrill® GI commenced during the second half of 2025 in collaboration with TaeWoong Medical USA. The EndoDrill® system consists of sterile single-use instruments and a proprietary drive system. BiBB was founded in 2013 by Dr. Charles Walther, cancer researcher at Lund University and senior consultant pathologist at Skåne University Hospital. The Company is headquartered at Medicon Village in Lund, Sweden, and its shares are listed on Spotlight Stock Market (ticker: BIBB).