The shareholders of Coegin Pharma AB, reg. no. 559078-0465, are hereby invited to attend the Extraordinary General Meeting on Wednesday, 22 July 2026 at 2:00 p.m. at Medicon Village, Scheeletorget 1, Lund.
Right to participate and notice of attendance
Shareholders who wish to participate in the general meeting must
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, contact their bank or nominee and request that their shares be temporarily registered in their own name in the share register maintained by Euroclear Sweden AB as of the record date on 14 July 2026. Such registration may be temporary (so-called voting rights registration). Voting rights registrations requested by shareholders in such time that the registration has been completed by the nominee no later than the second banking day after 14 July 2026 will be taken into account in the preparation of the share register.
Proxies and proxy forms
Shareholders who are not personally present at the general meeting may exercise their rights at the general meeting through a proxy appointed by a written, signed and dated power of attorney. A proxy form is available on the Company's website, www.coeginpharma.com. The proxy form may also be obtained from the Company and will be sent to shareholders who request it and provide their address. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorization document for the legal entity shall be attached. A power of attorney may not be older than one year unless a longer period of validity is specified in the power of attorney, however not exceeding five years. In order to facilitate registration at the general meeting, powers of attorney, certificates of registration and other authorization documents should be received by the Company well in advance of the meeting.
Number of shares and votes
The total number of outstanding shares and votes in the Company at the time of this notice amounts to 28,591,254. The Company holds no treasury shares.
Proposed agenda
Proposed resolutions
Resolution on a directed issue of units to subscribers covered by Chapter 16 of the Swedish Companies Act (item 6)
The Board of Directors of Coegin Pharma AB (publ), reg. no. 559078-0465 (the "Company"), proposes that the general meeting resolves on a directed issue of not more than 1,072,631 units with deviation from the shareholders' pre-emption rights on the following terms and conditions.
Name | Maximum numbers of units | Amount (SEK) |
Alveco Invest AB | 422,297 | 2,499,998.24 |
Bengt Svenstig | 236,486 | 1,399,997.12 |
Lennart Börjesson | 185,810 | 1,099,995.20 |
Crystallus AB | 168,918 | 999,994.56 |
Jens Eriksson | 13,513 | 79,996.96 |
iEnce Advisor AB | 16,047 | 94,998.24 |
Daniel Odéhn | 29,560 | 174,995.20 |
Background and reasons for the deviation from the shareholders' pre-emption rights
As members of the Company's Board of Directors and management are included among the proposed subscribers, the issue is subject to the provisions of Chapter 16 of the Swedish Companies Act, the so-called Leo Act. Consequently, the Board of Directors has carefully considered the proposal.
The share issue is carried out for the purpose of strengthening the Company's liquidity and improving the Company's financial position in a time- and cost-efficient manner. Prior to proposing the issue, the Board of Directors has carefully examined and considered alternative financing options, including raising capital through a rights issue. However, following an overall assessment and careful consideration, the Board of Directors has concluded that a new share issue with deviation from the shareholders' pre-emption rights constitutes a more favourable alternative for the Company and its shareholders than a rights issue and that it is objectively in the interests of both the Company and its shareholders to carry out the issue. The Board of Directors has, among other things, taken the following factors into account.
A rights issue would have required significantly more time and resources than the proposed issue, inter alia due to the extensive work required to ensure such an offering. Furthermore, there is no guarantee that a rights issue would be fully subscribed. By reducing the time required, the Company gains greater flexibility to take advantage of short-term investment opportunities, while reducing its exposure to fluctuations in the stock market and benefiting from the current interest in the Company's share. The costs associated with the issue are also expected to be lower than those of a rights issue, not least because a rights issue, given the market volatility experienced during 2025 and 2026, would likely require extensive underwriting commitments from a guarantee consortium, which in turn would entail additional costs and/or dilution for shareholders depending on how such compensation would be structured.
The reason for directing the issue to existing shareholders and members of the Board of Directors and management is that these parties have expressed and demonstrated a long-term commitment to the Company, which in the Board of Directors' assessment creates security and stability for both the Company and its shareholders and contributes significant strategic and long-term value.
Majority requirements
For a valid resolution under item 6 above, the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Extraordinary General Meeting.
Documents and information at the meeting
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. All documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company's offices in Lund and on the Company's website www.coeginpharma.com no later than three weeks prior to the meeting, and will be sent to shareholders who so request and provide their postal address.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Coegin Pharma AB (publ) has its registered office in the municipality of Lund.
Lund, June 2026
Coegin Pharma AB (publ)
The Board of Directors
For further information, please contact:
Jens Eriksson, CEO, Coegin Pharma AB
Email: je@coeginpharma.com
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 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.
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