Report from Annual General Meeting in Vigmed Holding AB (publ) 12 May 2016.
On May 12, 2016, Vigmed Holding AB (publ) held its Annual General Meeting. At the AGM, 29,162,434 shares were represented, 44 % of all shares. A summary of the resolutions follows below. All resolutions were passed with the required majority.
The AGM resolved to adopt the presented Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet. The Meeting also resolved to appropriate the Company’s profit or loss in accordance with the Board of Directors’ proposal in the Annual Accounts. Additionally, the Meeting resolved that no dividend is paid for the financial year 2015.
The AGM resolved to discharge the Board members and Chief Executive Officer from liability for 2015.
The AGM resolved that the Board of Directors will consist of Sten Dahlborg, Rikard Roos, Mikael Karlsson, Thomas Baier, Axel Sjöblad and Philip Nyblaeus. Sten Dahlborg was elected as new Chairman of the Board. The remuneration shall be SEK 200,000 to the Chairman and SEK 100,000 to every Board member who is not employed by the company. The Chairman shall, apart from above mentioned compensation, have the possibility to receive compensation of a maximum of SEK 48,000 per month, excluding social security expenses, for consulting services outside the Chairman's normal duties.
The AGM also resolved that, as in the previous year, auditors’ fees are payable in accordance with approved account, on the customary debiting terms. It was resolved that AB Öhrlings PricewaterhouseCoopers continue as the Company’s auditor and that responsible accountant is Christer Kilefors.
The Annual General Meeting decided to grant the Board of Directors authorization, to decide on new share issue, on one or more occasions during the period until the next AGM, with or without waiving shareholders preferential rights. Issues may be made with or without the provision of contribution, set-off or other terms. The number of shares to be issued may not exceed a total of 7,305,555. Dilution of capital may, upon full exercise of the authorization, amount to no more than about 10 percent of the registered share capital after the exercise of the authorization. The intention of the authorization is to enable the raise of working capital and to finance further market expansion, additional products and production capacity as well as potential changes in the production structure. To the extent the authorization is used for issue against cash payment waiving the shareholders' preferential rights, the issue price should be market-based.
The Annual General Meeting decided on the procedures for appointing the Nomination Committee for the AGM 2017. The Nomination Committee shall consist of three members. The Chairman of the Board will during the autumn of 2016, contact the major shareholders (determined by number of shares) in order for a Nomination Committee to be established. The names of the persons to constitute the Nomination Committee and the names of the shareholders who appointed them shall be announced no later than six months before the Annual General Meeting 2017 and be based on the known shareholding as per September 30, 2016. The Nomination Committee is appointed from the time of its composition is made public until the next Nomination Committee is formed. Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder (determined by number of shares). The committee forms a quorum when more than half of its members are present.
If during the Nomination Committee's mandate period, one or more of the shareholders who appointed members of the Nomination Committee no longer belongs to the major shareholders shall the members appointed by these shareholders resign and the shareholder or shareholders who have become among them holding major shareholders will be asked if they want to designate their members to the Nomination Committee. Unless there are special reasons or if only marginal changes in shareholding or if the change occurs later than two months before the general meeting where the proposals from the Nomination Committee shall be addressed, changes in the composition should not be made. Shareholders that appoint Nomination Committee members are entitled to dismiss such member and appoint a new member to the committee. Likewise if a member requests to leave the Nomination Committee before its work is completed, the shareholder who appointed the member shall be entitled to appoint a new member to the committee. Changes in the composition of the committee shall be published as soon as they occur. The Nomination Committee shall prepare proposals on the following matters to be presented to the Annual General Meeting 2017 for decision:
(a) proposal for chairman
(b) proposal for number of Board members
(c) proposal for election of Board members and Chairman of the Board
(d) election of auditors
(e) proposals for Board fees and distribution between Chairman and other Board
(f) proposal for fees to auditors
(g) proposal for procedures for appointing the Nominations Committee
Helsingborg, May 13, 2016
Vigmed Holding AB (publ)
For further information contact:
Chairman of the board, Sten Dahlborg +70 836 9419 or CEO, Henrik Olsen +46 76 349 7364
Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries and the associated risk of cross infections with blood-borne infectious diseases by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden. Vigmed’s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG) and has approximately 5 600 shareholders. Remium Nordic AB is the Company’s Certified Advisor. Additional information about the company can be found on Vigmed’s website: www.vigmed.com/investor