SUMMARY FROM ANNUAL GENERAL MEETING OF EPISURF MEDICAL AB (PUBL)
The shareholders of Episurf Medical AB (publ) (“Episurf” or the “Company”) gathered in Stockholm, Sweden, on Monday 9 April 2018 for the Annual General Meeting.
The income statements and the balance sheets for the Company and the group were approved and the Board of Directors and the Managing Director were discharged from liability for the financial year 2017.
The Meeting resolved to allocate the result in accordance with the proposal of the Board of Directors in the Annual Report.
In accordance with the proposal by the Nomination Committee (i) Dennis Stripe, Wilder Fulford, Christian Krüeger, Leif Ryd and Laura Shunk were re-elected as members of the Board of Directors, and (ii) Dennis Stripe was re-elected as Chairman of the Board of Directors.
In accordance with the proposal by the Nomination Committee, the Meeting resolved that total fees of SEK 1,000,000 are to be paid to the Board of Directors, of which SEK 400,000 to the Chairman of the Board of Directors, SEK 200,000 to each of Wilder Fulford and Laura Shunk and SEK 100,000 to each of Leif Ryd and Christian Krüeger. No fees are to be paid for committee work.
In accordance with the proposal by the Nomination Committee, the registered accounting firm KPMG AB was re-elected as the auditor of the Company, with the authorised public accountant Duane Swanson as the auditor in charge. The auditors’ fee shall be paid upon approval of their invoice.
The Meeting approved the Nomination Committee’s proposal on the nomination procedure for the Nomination Committee for the Annual General Meeting 2019.
The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior executives.
In accordance with the proposal by the Board of Directors, the Meeting resolved on (i) adoption of an employee stock option and warrant programme, (ii) an issue of warrants of series 2018/2021(A), and (iii) an issue of warrants of series 2018/2021(B) and approval of transfers of warrants of series 2018/2021(B).
The employee stock option and warrant programme includes the management team (excluding the CEO and COO who have chosen not to participate) and employees in the Episurf group. No more than 68,500 warrants of series 2018/2021(A) and 253,500 employee stock options (which are hedged by an issue of the same number of warrants of series 2018/2021(B) to the subsidiary Episurf Operations AB) will be issued. The warrants of series 2018/2021(A) shall be allocated in accordance with the following: (i) the four members of the senior management (excluding the CEO and COO) are entitled to subscribe for a total of up to 38,000 warrants (of which not more than 15,000 warrants may be subscribed for by a sole participant), and (ii) the other participants (19 persons) are entitled to subscribe for a total of 30,500 warrants (of which not more than 10,000 warrants may be subscribed for by a sole participant).
The employee stock options shall be allocated in accordance with the following: (i) the four members of the senior management (excluding the CEO and COO) are allotted a total of up to 75,000 employee stock options free of charge (of which not more than 30,000 employee stock options may be allotted to a sole participant), and (ii) the other participants (19 persons) are allotted a total of up to 178,500 employee stock options free of charge (of which not more than 15,000 employee stock options may be allotted to a sole participant).
Provided that the participant is still employed by the Episurf group at the exercise of the employee stock options, each option entitles the employee to purchase one
share of series B in the Company during the period from and including 1 June 2021 until and including 31 May 2022 for a price of SEK 7.53.
Each warrant of series 2018/2021(A) entitles its holder to subscribe for one share of series B in the Company during the period from and including 1 June 2021 until and including 31 may 2022 for a subscription price of SEK 7.53.
The programme implies that a maximum of 322,000 shares of series B may be issued, corresponding to a maximum dilution of approximately 1.0 per cent of the shares and approximately 0.8 per cent of the votes in the Company.
Finally, the Meeting resolved to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders’ preferential rights, resolve on new issues of shares, convertibles and/or warrants in the Company. The number of shares issued by virtue of authorisation of the Meeting shall amount to not more than 7,164,855 shares when resolving on deviation from the shareholders’ preferential rights.
Episurf Medical AB (publ)
The Board of Directors
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
About Episurf Medical
Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and personalized treatment alternatives. Episurf Medical’s Episealer® personalized implants and Epiguide® surgical drill guides are developed for treating localized cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.
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