On March 30, 2026, Infant Bacterial Therapeutics AB (publ) published a notice of the Annual General Meeting to be held on May 7, 2026. The following is a correction to the previous notice, which, due to technical reasons, contained an incorrectly numbered proposed agenda. The corrected notice is presented in full below.
Infant Bacterial Therapeutics AB (publ), Reg. No. 556873-8586, with its registered office in Stockholm, gives notice of the Annual General Meeting to be held on May 7, 2026 at 16.00 CEST at Convendum, Fleminggatan 18, Stockholm.
Right to participate in the Annual General Meeting and notice of participation
A shareholder who wishes to participate in the Annual General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on April 28, 2026, and (ii) no later than April 30, 2026 give notice by post to Bryggargatan 10, 111 21 Stockholm, Sweden, or via e-mail to ibt@ibtherapeutics.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.ibtherapeutics.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than May 6, 2026.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on April 28, 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than April 30, 2026 are taken into account when preparing the share register.
Proposed agenda
The Nominating Committee’s proposal:
a) Re-election of Margareta Hagman
b) Re-election of Eva Idén
c) Re-election of Anthon Jahreskog
d) Re-election of Kristina Sjöblom Nygren
e) Re-election of Peter Rothschild
13. Election of the Chairman of the Board of Directors.
The Nominating Committee’s proposal:
a) Re-election of Peter Rothschild
The Nominating Committee’s proposals
Items 2 and 10–14 – Proposals regarding the Chairman of the Annual General Meeting, the number of Board members and the number of Auditors, fees to the Board of Directors and the Auditor, and election of Board members, Chairman of the Board of Directors and Auditor
The Nominating Committee, consisting, in accordance with the principles decided at the Annual General Meeting 2025, of David Dangoor (the Chairman of the Nominating Committee) (appointed by Annwall & Rothschild Investments AB), Jannis Kitsakis (appointed by the Fourth Swedish National Pension Fund), Sebastian Jahreskog (through direct and indirect ownership) and Peter Rothschild (Chairman of the Board of Directors) has submitted the following proposals:
Information about the Board members proposed for re-election can be found on the company´s website, www.ibtherapeutics.com.
Item 15 – Resolution regarding the Nominating Committee
The Nominating Committee proposes that no fees shall be paid to the Nominating Committee, but the company shall bear reasonable costs which are deemed necessary by the Nominating Committee in order for the Nominating Committee to fulfill its mandate.
Further, the Nominating Committee proposes that the following principles shall apply to the convening of the Nominating Committee for the Annual General Meeting 2027:
The Chairman of the Board shall convene the three largest shareholders in the company in terms of voting rights, who may each appoint one member who, together with the Chairman of the Board, shall constitute the Nominating Committee. The ownership structure as of June 30, 2026 shall determine which are the largest shareholders in terms of voting rights. The member appointed by the largest shareholder in the Nominating Committee in terms of voting rights at this time shall be the Chairman of the Nominating Committee. If any of the three largest shareholders waives its right to appoint a member to the Nominating Committee, the next shareholder in order of size shall be given the opportunity to appoint a member to the Nominating Committee. The names of the three members shall be announced as soon as they are appointed, but no later than six months before the Annual General Meeting 2027. The Nominating Committee’s term of office extends until a new Nominating Committee has been appointed.
If the shareholder appointed by the member is no longer one of the three largest shareholders in terms of voting rights, such a member may, if the Nominating Committee finds it appropriate, be dismissed and a member of the shareholder who is next in line in terms of voting rights may be given the opportunity to take its place. If an appointed member of the Nominating Committee resigns from the Nominating Committee for any other reason, the shareholder who appointed the member in question shall have the right to appoint a new member of the Nominating Committee. If the shareholder refrains from appointing a new member, the Nominating Committee shall, if it deems it appropriate with regard to the remaining term of office, ask the shareholder who is next in line in terms of the number of votes if it wishes to appoint a member of the Nominating Committee.
No remuneration shall be paid to the members of the Nominating Committee. Any expenses for the Nominating Committee’s work shall be assumed by the company.
The Nominating Committee shall prepare proposals on the following issues to be submitted to the Annual General Meeting 2027 for resolution:
a) proposal for Chairman of the Annual General Meeting;
b) proposal for the number of Board members;
c) proposal for Board members;
d) proposal for Chairman of the Board;
e) proposal for determination of Board fees;
f) proposal for auditor;
g) proposal for auditor’s fees; and
h) proposal regarding the Nominating Committee for the Annual General Meeting 2028.
The Board of Director’s proposals
Item 9b – Resolution regarding allocation of the company’s result
The Board of Directors proposes that no dividend be paid and that the result for the period be carried forward.
Item 17 – The Board’s proposal for resolution regarding guidelines for remuneration of senior executives
The Board proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to senior executives in IBT.
In the proposed guidelines presented at the Annual General Meeting 2026, no substantive changes have been made compared to the guidelines adopted by the Annual General Meeting 2022. The Company has not received any comments from shareholders to take into account in the preparation of this proposal.
The guidelines shall be applied to salaries and other remunerations to the CEO and other members of the management group (senior executives) for agreements entered into after the Annual General Meeting 2026. The guidelines appliy to all kinds of remunerations and benefits. The guidelines do not apply to remuneration resolved by the Annual General Meeting.
Successful implementation of IBT’s business strategy and safeguarding IBT’s long-term interests require IBT to be able to recruit, motivate and retain competent employees who work to achieve maximum shareholder and customer value. This requires IBT to be able to offer competitive remuneration. These guidelines enable senior executives to be offered competitive total remuneration.
The company has implemented long term sharebased incentive programs, which have been resolved on by the Annual General Meeting and are thus not covered by these guidelines. For more information about these incentive programs, see www.ibtherapeutics.com.
Forms of remuneration, etc.
Remuneration to senior executives shall be market-based and consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The Annual General Meeting may in addition – and independent of these guidelines – resolve on for example share-related and share-price based remuneration. The total remuneration package to senior executives should include a well-balanced mix of the above-named components as well as terms of notice and severance pay. The Board should annually evaluate the extent to which share-based or share-price based long-term incentive programmes should be proposed to the Annual General Meeting.
Fixed salary
The fixed cash salary shall be individual and based on the senior executive’s responsibilities and role as well as the individual’s competence and experience in the relevant position. A review of fixed salary is conducted annually, and takes effect from 1 January for the CEO and from 1 April for other senior executives.
Variable remuneration
Variable remuneration shall be linked to pre-determined and measurable criteria which may be financial or non-financial. It can also comprise individually adapted quantitative or qualitative targets. The criteria shall be designed so that they promote the Group’s business strategy and long-term interests through for example having a clear link to IBT’s business strategy or promoting the senior executive’s long-term development.
Fulfilment of the criteria for payment of variable cash remuneration shall be measured during a period of one year. When the measurement period for fulfilment of the criteria for payment of variable cash remuneration has ended, the extent to which the criteria have been met shall be determined. The Remuneration Committee is responsible for assessment with regard to variable cash remuneration to the CEO. As regards variable cash remuneration to other senior executives, the CEO is responsible for the assessment.
The variable cash remuneration may amount to a maximum of 40 percent of fixed annual cash salary.
Pension
Senior executives who are entitled to pensions shall have pension benefits that are defined contribution. Variable remuneration shall not qualify for pension benefits. Pension premiums for defined contribution pensions shall amount to a maximum of 33 percent of fixed annual cash salary. Pension provisions shall not be paid for an employee after the employee has retired. The company permits salary exchange for pension of a maximum of SEK 10,000 per month or, where applicable, pursuant to an individual agreement with the company. An increase in the premium to compensate for lower social security contributions is permitted in order to achieve cost neutrality against salary.
Other benefits
Other benefits may include insurances, company health care, company car, wellness allowance, or similar benefits. Such benefits shall be of limited value in relation to other compensation and be consistent with what is customary. Other benefits may amount to a maximum of 6 percent of fixed annual cash salary.
The number of vacation days is thirty or as defined in the employment contract.
Senior executives do not receive board fees in cases where the board assignment is part of the position or otherwise relates to the company's operations.
Termination of employment
In the event of termination of employment by the company the maximum notice period is 6 months. Fixed cash salary during the notice period plus any severance pay may not together exceed an amount equivalent to the individual’s fixed cash salary for a one-year period. In case of termination by the senior executive, the notice period may not be less than three months and no severance pay will be paid.
Preparation and decision-making
The company’s Remuneration Committee shall prepare matters relating to salaries and other terms of employment for senior executives. Resolutions on remuneration to the CEO as well as principles of remuneration for other senior executives is made by the Board, although the Board has established a special Remuneration Committee. The Board shall prepare proposals for new guidelines at least every fourth year and present the proposal for decision to the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the Annual General Meeting. The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration to senior executives, application of the guidelines for remuneration to senior executives as well as applicable remuneration structures and remuneration levels in the Group. When the Board considers and makes decisions on remuneration-related matters, the CEO or other senior executives are not present insofar as they are affected by the issues.
In preparation of the Board’s proposal for these remuneration guidelines, salaries and terms of employment for the company’s employees have been taken into account through information on employees’ total remuneration, remuneration components as well as remuneration increases and rate of increase over time comprising a part of the Remuneration Committee’s and the Board’s basis for decision when evaluating the reasonableness of these guidelines and the limitations that are a consequence of them.
Departure from the guidelines
The Board may decide temporarily to depart from the guidelines wholly or partly if there is reason for this and such departure is necessary in order to meet IBT’s long-term interests. As stated above, the tasks of the Remuneration Committee include preparing the Board’s decision on remuneration matters, which includes decisions to depart from the guidelines.
Item 18 – The Board’s proposal for a resolution regarding authorization for new issuance of shares
The Board of Directors proposes that the Annual General Meeting approves that the Board of Directors has a mandate to, on one or more occasion until the next Annual General Meeting, issue new shares. The Board of Directors will be able to decide on a new issuance of shares with deviation from the shareholders’ pre-emption rights. This authorisation is to include the right to issue shares with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 13, Section 5, first paragraph 6 of the Swedish Companies Act.
The decision by the Board of Directors in relation to a new share issue that deviates from shareholders’ pre-emption rights (directed issue) shall not exceed a twenty percent increase in share capital in relation to the share capital when the mandate for new issue is first utilised by the Board of Directors.
The share issue under this authorization shall be on market terms. The Board shall have the right to determine the conditions of the issue under this authorization as well as mandate to determine who has the right to subscribe for shares. The purpose of the authorization is to provide the Board with flexibility in efforts to ensure that the company, in an appropriate manner, has additional capital to finance the company’s ongoing clinical activities, and to enable a broadening of the owner base of the company.
The CEO, or the person who is appointed by the Board of Directors, shall be authorised to make such adjustments to this resolution that may be necessary in connection with the registration thereof.
Item 19 – The Board’s proposal for a resolution regarding implementation of an employee stock option program
The Board of Directors proposes that General Meeting resolves on (A) the introduction of employee stock option program 2026/2029 for the company’s employees (the “Employee Stock Option Program”), (B) a directed issue of warrants to the company, in order to ensure the company’s delivery of shares in the Employee Stock Option Program and to cover potential cash flow effects due to social security costs arising from the Employee Stock Option Program, and (C) approval of transfer of warrants or shares in the company pursuant to the Employee Stock Option Program. Resolutions in accordance with A, B and C above are conditional on each other and are therefore proposed to be adopted jointly.
The Board of Directors considers that it is essential and in the interest of all shareholders that the company’s employees, who are deemed important for the company’s further development, have a long-term interest in the value increase of the company’s shares. A personal long-term ownership commitment can be expected to contribute to an increased interest for the company’s business and development, as well as raise the participants’ motivation and create a sense of community with the company and its shareholders.
The employee stock option program is proposed to comprise a maximum of 185,000 employee stock options that can be granted to the company’s employees. In addition, it is proposed that a maximum of 30,000 warrants are issued to cover potential cash flow effects due to social security costs arising from the Employee Stock Option Program.
The maximum dilution effect of the Employee Stock Option Program is estimated to approximately 1.57 percent of the share capital and approximately 1.21 percent of the votes in the company (calculated based on the number of existing shares and votes in the company at the time of the notice), provided full exercise of all employee stock options and warrants issued to cover potential cash flow effects from social security costs. The estimation does not take into account already outstanding warrants in the incentive programs implemented 2023, 2024 and 2025.
This proposal has been prepared by the Remuneration Committee and subsequently by the Board of Directors in consultation with external counsel.
(A) Employee stock option program 2026/2029
The Board of Directors proposes that the General Meeting resolves on the introduction of the Employee Stock Option Program essentially on the following terms.
3. Each employee stock option shall entitle the holder to, after a three-year vesting period commencing upon allocation of the employee stock options, acquire one (1) new Class B share in the company at an exercise price corresponding to 200 percent of the volume-weighted average price of the company’s Class B share according on Nasdaq Stockholm during the ten (10) trading days preceding the General Meeting. The subscription price can, however, in no case be less than the quota value.
4. Offering of employee stock options shall be decided by the company’s Board of Directors and made to the categories A) CEO, B) other executives, and C) other employees in the company until September 30, 2026. The Employee Stock Option Program is proposed to entail that the following number of employee stock options may be allocated to persons within the respective categories:
However, no more than 185,000 employee stock options can be allocated in total.
(B) Directed issue of warrants to the company
To enable the company’s delivery of Class B shares under the Employee Stock Option Program and to cover potential social security costs arising from the Employee Stock Option Program, the Board of Directors proposes that the General Meeting resolves on a directed issue of a maximum of 215,000 warrants, out of which a maximum of 185,000 warrants are proposed to be issued to enable the company’s delivery of Class B shares under the Employee Stock Option Program and a maximum of 30,000 warrants are proposed to be issued to cover potential cash flow effects due to social security costs arising from the Employee Stock Option Program, according to the following terms:
1. The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, belong to the company. Over-subscription cannot occur.
2. The reason for the deviation from shareholders’ pre-emptive rights is that the issue is a step in the introduction of the Employee Stock Option Program, and to cover potential cash flow effects due to social security costs arising from the Employee Stock Option Program.
3. The warrants are issued free of charge to the company.
4. Subscription of the warrants shall be made through subscription on a subscription list no later than May 18, 2026. The Board of Directors shall be entitled to extend the subscription period.
5. Each warrant entitles to subscription of one (1) new Class B share in the company at a subscription price equal to SEK 0.272547. The subscription price can never be less than the quota value of the company’s shares. If subscription takes place with a premium, the premium shall be transferred to the unrestricted premium reserve.
6. Subscription of Class B shares upon exercise of the warrants shall be made in accordance with the terms and conditions for the warrants during the period from registration with the Companies Registration Office up to and including March 31, 2030.
7. If all warrants are exercised for subscription of Class B shares, the company’s registered share capital will increase by SEK 58,597.603985 (given current quota value and provided that no recalculation is carried out pursuant to the warrant terms).
8. Class B shares that has been issued by virtue of a warrant entitles to dividends for the first time on the first record date for dividend that take place after the share subscription has been registered with the Swedish Companies Registration Office and recorded in the share register kept by Euroclear Sweden AB.
9. The warrants will otherwise be subject to customary terms regarding inter alia recalculation, which are included in the Board’s complete proposal.
(C) Approval of transfer of warrants or Class B shares in the company
The Board of Directors proposes that the General Meeting resolves to approve (i) that the company may transfer a maximum of 185,000 warrants or Class B shares in the company to participants in the Employee Stock Option Program, or otherwise dispose of the warrants to secure the company's commitments under the Employee Stock Option Program in connection with the participants being entitled to use their options to receive new Class B shares, and (ii) that the company may dispose of a maximum of 30,000 warrants or Class B shares to cover potential cash flow effects due to social security costs arising from the Employee Stock Option Program.
Costs for the Employee Stock Option Program
The Employee Stock Option Program will result in costs, partly in the form of accounting related personnel costs and partly in the form of social security costs.
The personnel costs for the Employee Stock Option Program, which are recognized in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued on a straight-line basis over the three-year vesting period. The calculation has been performed with the following assumptions: (i) a share price for the company’s Class B share of SEK 48.70 at the start of the vesting period (based on the closing price on March 26, 2026 of SEK 48.70); (ii) an assessment of future volatility regarding the company’s Class B share of 50 percent; (iii) full vesting of the employee stock options; (iv) an annual staff turnover of 10 percent based on the company’s history; and (v) that all vested employee stock options are exercised. Based on the assumptions stated above, the personnel cost for the program is calculated at approximately SEK 1.13 million, excluding social security costs.
The social security costs are estimated to amount to approximately SEK 1.96 million based on the assumptions stated above, a social security rate of 31.42 percent and an annual increase of the share price of 35 percent until the employee stock options are expected to be exercised to subscribe for new shares. The company’s cash flow associated with the social security costs are proposed to be covered through a directed issue of warrants as outlined in (B) above.
It should be noted that the calculations above are preliminary, based on assumptions, and solely aim to provide an illustration of the costs that the Employee Stock Option Program may entail. Actual costs may therefore differ from those stated above.
Additionally, there are certain costs associated with valuation, advisory services, registration and practical administration of the program (in connection with allocation and exercise of the options). Such additional costs are expected to be marginal.
The costs for the Employee Stock Option Program are expected to have a marginal effect on the company’s key figures.
Other outstanding share-related incentive programs in the company
The company has three outstanding share-related incentive programs:
Warrants 2023/2026
On May 8, 2023, the Annual General Meeting decided to implement an incentive program, Warrants 2023/2026, involving the issuance of up to 165,000 warrants. A total of 155,000 warrants have been transferred to participants in the program at a price determined using the Black & Scholes option pricing model. Warrant holders have the right, during the period from June 1, 2026 to September 30, 2026, to subscribe for 1.0061 new Class B shares in the company for each warrant at a subscription price per share equivalent to SEK 100.05. Based on the current number of shares in the company per the date of the notice, the dilution resulting from the incentive program, assuming all transferred warrants are exercised for subscription of Class B shares, will be approximately 1.14 percent of the shares and approximately 0.88 percent of the votes.
The number of shares as well as the subscription price in the above-mentioned incentive programs have been recalculated in connection with the company’s rights issue conducted in July 2023.
Warrants 2024/2027
On May 8, 2024, the Annual General Meeting decided to implement an incentive program, Warrants 2024/2027, involving the issuance of up to 165,000 warrants. A total of 165,000 warrants have been transferred to participants in the program at a price determined using the Black & Scholes option pricing model. Warrant holders have the right, during the period from June 1, 2027 to September 30, 2027, to subscribe for one new Class B share in the company for each warrant at a subscription price per share equivalent to SEK 176.83. Based on the current number of shares in the ompany per the date of the notice, the dilution resulting from the incentive program, assuming all warrants are exercised for subscription of Class B shares, will be approximately 1.21 percent of the shares and approximately 0.93 percent of the votes.
Employee Stock Options 2025/2028
On May 8, 2025, the Annual General Meeting decided to implement an incentive program, Employee Stock Options 2025/2028, intended for the company’s employees, and a directed issue of warrants to the company to ensure the company’s delivery of shares under the Employee Stock Option Program and to cover any cash flow effects resulting from social security contributions related to the Employee Stock Option Program. The number of employee stock options amounts to a maximum of 185,000 and the number of warrants to 30,000. A total of 160,000 employee stock options have been allocated to employees of the company who have entered into an employee stock option agreement with the company. The personnel costs for the program, which are recognized in the income statement, are calculated in accordance with the IFRS 2 accounting standard and are amortized on a straight-line basis over the three-year vesting period. The fair value at grant is calculated using the Black & Scholes valuation model. Employee stock options may be exercised during the period beginning on the date that occurs three (3) years from the date the employee stock option agreement was entered into and ending on December 31, 2028. The option holder’s right to use the employee stock options to subscribe for Class B shares is, unless the Board of Directors decides otherwise, conditional upon the terms of the employee stock option agreement being otherwise fulfilled and upon the option holder’s employment with the Company not having been terminated or ended at the time of exercising the employee stock options. The subscription price per share is SEK 117.03. Based on the existing number of shares in the Company as of the date of this notice, the dilution resulting from the incentive program, assuming that all employee stock options are exercised for the subscription of Series B shares, will be approximately 1.57 percent of the shares and approximately 1.21 percent of the votes.
There are no other share-based incentive programs in the company.
Majority requirements
The resolutions above are conditional on each other and are therefore to be adopted jointly. A valid resolution requires approval of shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the Meeting.
Other
The CEO, or any other person appointed by the Board of Directors, shall have the right to take those smaller measures that may be required in order to register and implement the resolution.
Further information
Special majority requirements
A resolution in accordance with the proposal in item 18 above shall only be valid where supported by not less than two-thirds of both votes cast and the shares represented at the Annual General Meeting.
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Bryggargatan 10, 111 21 Stockholm, Sweden or via e-mail to ibt@ibtherapeutics.com.
Number of shares and votes
There are 13,471,420 shares outstanding in IBT, corresponding to 17,550,967 votes, of which 453,283 are Class A shares which entitles to 10 votes per share and 13,018,137 are Class B shares which entitles to 1 vote per share. As of the date of this notice, the company holds no own shares.
Available documentation and proxy forms
The annual report, the Board of Directors’ remuneration report and all other documentation for resolutions are available at the company’s office at Bryggargatan 10, 111 21 Stockholm, Sweden, and on the company’s website www.ibtherapeutics.com, no later than three weeks before the Annual General Meeting. Moreover, the Nominating Committee’s motivated statement is available at the company’s above address, as well as on www.ibtherapeutics.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.
Personal data
For information on how your personal data is processed, see the integrity policy available on Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing info@ibtherapeutics.com.
This notice is a translation of a Swedish notice and in case of any deviations between the both language versions, the Swedish version shall prevail.
Stockholm in March 2026
The Board of Directors of Infant Bacterial Therapeutics AB (publ)