Notice of Annual General Meeting of Implantica AG

VADUZ, Liechtenstein, May 21, 2026 /PRNewswire/ -- The depository receipt holders of Implantica AG, reg. no. FL-0002.629.889-3, are hereby invited to attend the annual general meeting to be held on Wednesday, June 10, 2026, at 14:00 at Hotel Kommod, Industriering 14, 9491 Ruggell, Liechtenstein.

Right to participate and notice

Anyone wishing to attend the annual general meeting must:

• be entered as depository receipt holder in the Swedish Depository Receipt ("SDR") register kept by the Swedish central securities depository Euroclear Sweden on Tuesday, May 26, 2026, and

• notify the company of their intention to attend no later than June 1, 2026, by email to investorrelations@implantica.com or by post to Implantica AG, Annual General Meeting, Austrasse 15, 9490 Vaduz, Liechtenstein. When giving notification to attend, please specify the SDR holder's name, personal identity or company registration number, address, telephone number and the number of any representative (no more than two).

• in lieu of physical participation, votes may be cast by the SDR holder no later than Monday, June 1, 2026, in accordance with the instructions on the Postal Voting Form, see appendix 1, so that the voting form is received by Pareto Securities AB (the "Custodian") no later than that day. The Custodian will forward the votes for representation to the local independent proxy, Mr. Philipp Wanger, Attorney-at-law.

If SDR holders are represented by a proxy, a written and dated power of attorney signed by the SDR holder must be issued to the proxy. The power of attorney must not be older than one year, unless a longer validity term (maximum five years) has been stipulated. Anyone representing a legal entity must present a copy of the registration certificate or other document demonstrating the signatory's authority to sign for the legal entity. In order to facilitate registration at the annual general meeting, the power of attorney as well as the registration certificate and other authorization documents should be received by the company at the above address by June 1, 2026, at the latest.

Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare), such as a bank, must request a temporary registration of the voting rights in their own name in the share register kept by Euroclear Sweden (so called voting right registration) in order to be able to participate at the annual general meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this in advance of May 26, 2026.

Proposed agenda

1. Opening of the meeting and appointment of the Chair of the meeting
   
   
2. Preparation and approval of the voting list 
   
   
3. Approval of the agenda 
   
   
4. Appointment of one or two persons to approve the minutes
   
   
5. Determination of whether the meeting has been duly convened 
   
   
6. Address by the CEO 
   
   
7. Approval of the statutory annual financial statements and the consolidated financial statement
   
   
8. Appropriation of retained earnings
   
   
9. Resolution on discharge of the Board of Directors, Executive Management and the Auditors 
   
   
10. Resolution on approval of remuneration of the Board of Directors and Executive Management 
    
    
11. Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors 
    

    
    a.  Election of the Chairman of the Board of Directors

    b.  Election of the Vice-Chairman of the Board of Directors

    c.  Election of the members of the Board of Directors

12. Election of the Chairman and the member of the Nomination and Remuneration Committee
    
    
13. Election of the independent proxy
    
    
14. Election of the auditors
    
    
15. Closing of the meeting

Resolution proposals and Elections

The following agenda items are scheduled for the Annual General Meeting ("AGM"):

7. Approval of the statutory annual financial statements and the consolidated financial statements

Proposal of the Board of Directors:

Approval of the annual report 2025 consisting of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors.

8. Appropriation of retained earnings

Proposal of the Board of Directors:
Carry forward the net loss of CHF 1,482,311 for the financial year 2025, in accordance with the adopted Implantica AG balance sheet, and resolve not to distribute any dividend.

9. Resolution on discharge of the Board of Directors, Executive Management and the Auditors

Proposal of the Board of Directors:

1. Granting of discharge to the members of the Board of Directors for financial year 2025.
   
   
2. Granting of discharge to the members of the Executive Management for financial year 2025
   
   
3. Granting of discharge to the Auditor for financial year 2025.

10. Resolution on approval of remuneration of the Board of Directors and Executive Management

Proposal of the Board of Directors:

1. Approve the total remuneration of the Board of Directors amounting to TEUR 192 for the financial year 2025. The total remuneration comprises board fees, social security contributions, pension contributions, and a long-term share-based incentive plan, with the grants valued in accordance with IFRS.
   
   
2. Approve the total remuneration of the Executive Management amounting to TEUR 2,016 for the financial year 2025. The total remuneration comprises fixed compensation, social security contributions, pension contributions, and a long-term share-based incentive plan, with the grants valued in accordance with IFRS.

11. Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors

The Board of Directors of the company currently consists of four ordinary members. It is proposed to re-elect all current board members for the period until the end of the next annual general meeting including the re-election of Liselott Kilaas as Chairman and Johan Bojs as Vice-Chairman.

Proposal of the Board of Directors:

1. Re-election of Liselott Kilaas as member and Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
   
   
2. Re-election of Johan Bojs as member and Vice-Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
   
   
3. Re-election of Tomas Puusepp as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
    
4. Re-election of Stephan Siegenthaler as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.

12. Election of members and Chairman of the Nomination and Remuneration Committee

Proposal of the Board of Directors:

1.  Re-election of Johan Bojs as Chairman of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.

2.  Re-election of Tomas Puusepp as member of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.

13. Election of the independent proxy

Proposal of the Board of Directors:

Re-election of Philipp Wanger, Attorney-at-law, Neugasse 17, 9490 Vaduz, Liechtenstein as independent proxy until the next annual general meeting of shareholders.

14. Election of the auditors

Proposal of the Board of Directors:

Re-election of KPMG (Liechtenstein) AG, Aeulestrasse 2, 9490 Vaduz, Liechtenstein as auditor for the financial year 2026.

Number of shares and votes in the company

Implantica AG has two classes of shares, class A and class B. The class A shares are listed on the Nasdaq First North Premier Growth Market, through Swedish Depository Receipts ("SDRs"). One SDR represents one class A share in Implantica AG. Each class A and class B share provide entitlement to one vote. The total number of class A shares in the company amounts to 58,379,700 shares with a nominal value of CHF 2.00 each (class A) and 1,125,000,000 class B shares with a nominal value of CHF 0.02 each (class B), therefore, the total number of votes in the company amounts to 1,183,379,700 votes.

Information at the meeting

The board of directors and the CEO shall, if any SDR holder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances which may affect the assessment of the company's or subsidiaries' financial position and circumstances that may affect the company's relation to other companies within the group. SDR holders who want to submit questions in advance may do so in writing by way of e-mail at investorrelations@implantica.com. 

Documents

Complete proposals and statements, including the auditor's statement, as well as accounting documents and audit report for 2025, will be available at the company's offices on Austrasse 15, 9490 Vaduz, Liechtenstein and on the company's website, www.implantica.com, no later than three weeks before the general meeting.

Minutes

The minutes of the annual general meeting will be available for review from the evening of July 10, 2026, at the latest at the company's headquarters, Austrasse 15, 9490 Vaduz, Liechtenstein and on the company's website www.implantica.com.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Implantica AG
The Board of Directors
May 21, 2026

For further information, please contact:
Nicole Pehrsson, Chief Corporate Affairs Officer
Telephone (CH): +41 (0)43 505 20 57
nicole.pehrsson@implantica.com

Implantica is listed on Nasdaq First North Premier Growth Market in Stockholm.

The company's Certified Adviser is FNCA Sweden AB, info@fnca.se

The information was sent for publication, through the agency of the contact person set out above, on May 21, 2026, at 11:00 a.m. (CEST).

About Implantica
Implantica is a medtech company focused on bringing advanced implantable technologies into the body to improve patient outcomes and quality of life. The company's lead product, RefluxStop®, is a CE-marked implant for the treatment of gastroesophageal reflux disease (GERD) with the potential to transform the standard of care in anti-reflux surgery, supported by strong long-term clinical outcomes.

In addition to RefluxStop®, Implantica has developed a broad, patent-protected product pipeline partly incorporating two platform technologies: an eHealth platform designed to enable communication with and remote monitoring of implants inside the body, and a wireless energizing platform designed to wirelessly power implantable devices through intact skin. Treatment could be changed remotely, saving cost for society.

Implantica is listed on Nasdaq First North Premier Growth Market (ticker: IMP A SDB). Visit www.implantica.com for further information.

About RefluxStop®
RefluxStop® is a treatment for GERD designed to address the root cause of acid reflux without compressing the food passageway.

Unlike conventional anti-reflux surgical procedures, which typically rely on encircling the esophagus and are often associated with side effects such as swallowing difficulties, inability to belch or vomit, and gas bloating, RefluxStop® restores and maintains the lower esophageal sphincter in its natural anatomical position.

The unique mechanism of action of RefluxStop® is designed to reconstruct the body's natural anti-reflux barrier while preserving normal physiological function, offering the potential for effective reflux control with reduced side effects compared to traditional surgical approaches.

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