Today, on 7th May 2019, the Annual General Meeting (”AGM”) was held in Enzymatica AB (publ) (the ”Company”). Below follows a summary on the resolutions passed by the AGM.
Resolution on the Company’s profit and loss
The AGM resolved to adopt the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet and resolved to carry forward the funds available at the AGM and, consequently, resolved not to distribute any dividends for the financial year 2018.
Discharge from liability of the members of the board of directors and the CEO
The AGM resolved to adopt the proposal regarding discharge from liability of the members of the board of directors and the CEO for the fiscal year 2018.
Election of the board of directors and auditors
In accordance with the nomination committee the AGM resolved that the board of directors shall consist of six (6) ordinary members without deputies and on the re-election Bengt Baron, Mats K Andersson, Guðmundur Pálmason, Marianne Dicander Alexandersson, Sigurgeir Guðlaugsson and Louise Nicolin as ordinary members. Bengt Baron was re-elected as chairman of the board.
In accordance with the Nomination committee proposal the AGM resolved on the re-election of the registered auditing company Deloitte AB. Deloitte AB has informed that Per-Arne Pettersson will be auditor in charge.
Determination of remuneration for the members of the board of directors and the auditors
In accordance with the nomination committee proposal the AGM resolved to adopt the proposal that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1 275 000, of which SEK 400,000 is remuneration for the chairman of the board of directors and SEK 175,000 to every other member of the board of directors who are not employed by the Company. In addition, the nomination committee proposes that remuneration for work in the Audit Committee shall be paid with SEK 50,000 to the chairman of the Audit Committee and no remuneration shall be paid to other members of the Audit Committee. No remuneration shall be paid for work in the Remuneration Committee.
The annual general meeting resolved that fees to the auditor shall be paid according to approved invoice.
Adoption of guidelines for remuneration for senior executives
The AGM approved the resolution proposed by the board concerning guidelines for to senior executives.
Adoption of new principles for the nomination committee
The AGM resolved to adopt the proposal regarding principles for the nomination committee. The nomination committee shall be comprised of members representing the four largest shareholders by votes registered in the share ledger as of the 30 September each year, together with the chairman of the board of directors.
Adoption of new articles of association
The AGM resolved to adopt the following changes regarding § 4 and § 5 of the articles of association.
|Previous wording||Adopted wording|
|§ 4 Share CapitalThe share capital shall amount to no less than SEK 1,500,000 and no more than SEK 6,000,000.||§ 4 Share CapitalThe share capital shall amount to no less than SEK 5,700,000 and no more than SEK 22,800,000.|
|§ 5 Number of sharesThe number of shares shall be not less than 37,500,000 and not more than 150,000,000.||§ 5 Number of sharesThe number of shares shall be no less than 142,500,000 and not more than 570,000,000.|
Resolution regarding authorization of the board of directors to issue new shares
The AGM resolved to authorize the board of directors until the next annual shareholders’ meeting to, on one or more occasions, resolve to increase the Company’s share capital by issue of no more than shares corresponding to ten per cent of the total number of shares in the Company.
However, such issues may not cause the share capital in the Company to exceed the Company’s highest allowed share capital according to the articles of association. The board of directors may deviate from the shareholders’ preferential rights. The reason for the board of directors’ authorization to deviate from the shareholders’ preferential rights is to enable the Company’s possibilities to raise new capital, to take advantage of future opportunities to attract new long-term owners of strategic importance to the Company, and further to finance the Company’s growth strategy. The authorization also includes the right to decide on payment for the issued shares in kind, set-off or other conditions as referred in Chap. 13 Sec. 5 item 6 of the Swedish Companies Act (2005:551). At a deviation from the shareholders’ preferential rights, the issue rate shall be determined in accordance with market conditions.
For more information please contact:
Fredrik Lindberg, CEO, Enzymatica AB
Tel: +46 (0)708-86 53 70 | Email: firstname.lastname@example.org
Carl-Johan Wachtmeister, Head of Corporate Communications, Enzymatica AB
Tel: +46 (0)701-88 50 21 | Email: email@example.com
About Enzymatica AB
Enzymatica AB is a Swedish life science company that develops and sells medical devices for infection-related diseases. The products are based on a barrier technology that includes marine enzymes. The company’s first product is ColdZyme® Mouth Spray, which can prevent colds and reduce the duration of disease. The product has been launched in about ten markets. The strategy is to continue to grow by strengthening the Company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarters in Lund and is listed on Nasdaq First North. For more information, visit: www.enzymatica.com.
Enzymatica’s Certified Adviser is Erik Penser Bank.
Tel: +46 (0)8-463 83 00