The Annual General Meeting (the "AGM") of Diamyd Medical AB (publ) (the "Company") was held on December 4, 2025.
Adoption of the annual accounts, discharge from liability and allocation of profits
The AGM resolved to adopt the Company's income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and to discharge the Board of Directors and the CEO from liability for the financial year 2024/2025. The AGM resolved in accordance with the Board's proposal that no dividend be paid for the financial year 2024/2025.
Board of Directors and auditor
Anders Essen-Möller (re-election), Erik Nerpin (re-election), Maria-Teresa Essen-Möller (re-election), Torbjörn Bäckström (re-election), Mark A. Atkinson (re-election), Karin Hehenberger (re-election) and Karin Rosén (re-election) were elected as members of the Board of Directors. Anders Essen-Möller was elected Chairman of the Board and Erik Nerpin was elected Vice-Chairman.
The AGM resolved on the remuneration to the Board members, the Chairman of the Board and the auditor in accordance with the Nomination Committee's proposal.
The AGM resolved to re-elect the auditing firm BDO until the end of the 2026 AGM. The auditor in charge is authorized auditor Johan Pharmanson.
Authorisation to issue shares
The AGM resolved, in accordance with the proposal of the Board of Directors, in order to enable the acquisition of companies, businesses or individual business assets and for working capital purposes, to authorize the Board to resolve, on one or more occasions before the next AGM, on the issue of shares and/or warrants and to be able to deviate from the shareholders' preferential rights when so doing. Payment may be made in cash, in kind or by set-off. In the event of a new share issue against cash payment and with deviation from the shareholders' preferential rights, the number of shares and/or warrants issued by virtue of the authorization may not result in a dilution of more than 20 per cent based on the number of shares and warrants in the Company at the time of the new share issue.
Amended terms in existing incentive programs
The AGM resolved, in accordance with the Board of Directors' proposal, to amend the terms and conditions of the two performance-based incentive programs for employees in the Company, LTI 2022 and LTI 2024, which were adopted by the Annual General Meeting 2022 and 2024, respectively. The adopted amendments to the terms and conditions mean that the performance condition in the programs shall be based on the development of the total market capitalization of all the Company's B shares instead of being based on the share price development of one B share in the Company.
The AGM also resolved, in accordance with shareholder Niklas Axelsson's proposal, to amend the terms of the performance-based incentive program for Board members, Board LTI 2024, which was adopted by the Annual General Meeting 2024. The resolved amendments to the terms mean that the performance condition in the program shall be based on the development of the total market capitalization of all the Company's B shares instead of being based on the share price development of one B share in the Company.
Adoption of incentive program for employees
The AGM resolved in accordance with the Board's proposal to introduce a new performance-based incentive program for employees within Diamyd Medical, ("LTI 2025"). The program runs for approximately 3 years and the participants in LTI 2025 will be given the opportunity, upon fulfilment of the performance condition, to be allocated free of charge the right to acquire B shares in Diamyd Medical at a subscription price corresponding to the share's quota value within the framework of LTI 2025, or to receive free of charge a warrant entitling the holder to subscribe for one share in Diamyd Medical at a subscription price corresponding to the quota value of the share, ("Performance Share Rights"). At maximum outcome of the Performance Share Rights, 650,000 B shares may be allocated to participants in LTI 2025 and an additional 100,750 B shares may be used to cover any social security contributions as a result of LTI 2025, which represents a dilution effect of approximately 0.5 per cent of the total number of shares in the Company.
The AGM resolved in accordance with the Board's proposal that the Company shall issue a maximum of 750,750 warrants, of which 650,000 warrants shall be issued to ensure delivery of shares or warrants to the participants in LTI 2025 according to the terms of the program, and 100,750 shall be issued to hedge the Company's exposure to costs for social security contributions that may arise as a result of the exercise of Performance Share Rights.
Adoption of incentive program for Board members
The AGM resolved in accordance with shareholder Niklas Axelsson's proposal to introduce a new performance-based incentive program for Board members in Diamyd Medical, ("Board LTI 2025"). The program runs for approximately 3 years and the participants in Board LTI 2025 will be given the opportunity, upon fulfilment of the performance condition, to be allocated free of charge the right to acquire B shares in Diamyd Medical at a subscription price corresponding to the share's quota value within the framework of Board LTI 2025, or to receive free of charge a warrant entitling the holder to subscribe for one share in Diamyd Medical at a subscription price corresponding to the quota value of the share, ("Performance Share Rights"). At maximum outcome of the Performance Share Rights, 70,000 B shares may be allocated to participants in Board LTI 2025 and an additional 10,850 B shares may be used to cover any social security contributions as a result of Board LTI 2025, which represents a dilution effect of approximately 0.06 per cent of the total number of shares in the Company.
The AGM resolved in accordance with the shareholder's proposal that the Company shall issue a maximum of 80,850 warrants, of which 70,000 warrants shall be issued to ensure delivery of shares or warrants to the participants in Board LTI 2025 according to the terms of the program, and 10,850 shall be issued to hedge the Company's exposure to costs for social security contributions that may arise as a result of the exercise of Performance Share Rights.
About Diamyd Medical
Diamyd Medical develops precision medicine therapies to prevent and treat type 1 diabetes. Diamyd® is an investigational antigen-specific immunomodulatory therapeutic for the preservation of endogenous insulin production specifically for individuals carrying a HLA DR3-DQ2 gene. Diamyd® has been granted Orphan Drug Designation in the U.S. as well as Fast Track Designation by the U.S. FDA for the treatment of stage 3 (symptomatic) type 1 diabetes. Diamyd® has also been granted Fast Track Designation for the treatment of stage 1 and 2 (pre-symptomatic) type 1 diabetes. DIAGNODE-3, a confirmatory Phase III trial with potential for an accelerated approval pathway in the US is actively recruiting individuals with recent-onset stage 3 type 1 diabetes at 60 clinics in eight European countries and in the US. Significant results in preserving endogenous insulin production have previously been shown in a large genetically predefined group of individuals with stage 3 type 1 diabetes – both in a largescale meta-analysis as well as in the Company’s prospective European Phase IIb trial. The DIAGNODE-3 trial is only including individuals that carry the common genotype known as HLA DR3-DQ2, which constitutes approximately 40% of individuals with type 1 diabetes in Europe and the US. A biomanufacturing facility is under development in Umeå, Sweden, for the manufacture of recombinant GAD65 protein, the active ingredient in the antigen-specific immunotherapy Diamyd®. Diamyd Medical is a shareholder in the stem cell company NextCell Pharma AB and in the artificial intelligence company MainlyAI AB.
Diamyd Medical’s B share is traded on Nasdaq First North Growth Market under the ticker DMYD B. FNCA Sweden AB is the Company’s Certified Adviser.