Bulletin from Annual General Meeting in CELLINK AB (publ)
Among other, the following resolutions were passed at the Annual General Meeting (the “AGM”) of CELLINK AB (publ) (“CELLINK” or the “Company”) held on April 26, 2021.
Adoption of Income Statement and Balance Sheet for the Financial Year 2019/2020
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt the income statement and the consolidated income statement for the financial year 2019/2020 as well as the balance sheet and the consolidated balance sheet as of December 31, 2020, as set out in the annual report.
Allocation of Profits
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend be paid for 2020 and that the profits available to the AGM shall be carried forward and that no dividend is paid to the shareholders.
Discharge from Liability
The AGM resolved, in accordance with the Board of Directors' and supported by the auditor, to discharge the members of the Board of Directors and the CEO, respectively, from liability in respect of their management of the Company’s business during the financial year 2019/2020.
Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved, in accordance with the nomination committee’s proposal, that the Board of Directors shall consist of six (6) ordinary members without deputies. It was resolved that a registered accounting firm shall be appointed as auditor.
The AGM resolved, in accordance with the nomination committee’s proposal, to re-elect Carsten Browall, Aristotelis Nastos, Bengt Sjöholm, Christian Wildmoser, Erik Gatenholm and Helena Skåntorp as members of the Board of Directors. It was further resolved to re-elect Carsten Browall as Chairman of the Board of Directors. All elections for the period until the end of the next annual general meeting. The registered accounting firm Deloitte AB was re-elected as auditor of the Company, with Fredrik Jonsson as auditor-in-charge, for the period until the end of the next AGM.
The AGM resolved, in accordance with the nomination committee’s proposal, that fees to members of the Board shall be paid with SEK 475,000 to the Chairman of the Board, SEK 200,000 to each of the other Board members, SEK 75,000 to the Chairman of the Audit Committee, SEK 40,000 to each of the other members of the Audit Committee, SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee. The AGM further resolved that fees and remuneration in accordance with the above shall only be paid to a member who is not employed by the Company or subsidiaries. The AGM further resolved, in accordance with the nomination committee’s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.
Guidelines for Remuneration to the Executive Management
The AGM resolved, in accordance with the proposal from the Board of Directors, on guidelines for remuneration to the executive management. In short, the guidelines are intended to promote the Company’s business strategy, long-term interest, and sustainability. The remuneration to the executive management may consist of fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of the guidelines – resolve on, among other things, share-related or share price-related remuneration.
Approval of the Board of Directors’ remuneration report
The AGM resolved, in accordance with the proposal from the board of directors, to approve the remuneration report for the financial year 2019/2020.
Adoption of a Long-Term Incentive Programme
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive programme (Co-worker LTIP 2021) for employees and consultants in CELLINK. The rationale behind the incentive programme is to attract, retain and motivate employees and consultants and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. In order to ensure the delivery of B-shares, the AGM resolved, in accordance with the proposal from the board of directors, to issue not more than 3,000,000 warrants divided in two series and directed to participants.
Directed Issue of Convertible Bonds
The AGM resolved, in accordance with the Board’s resolution, to approve that CELLINK will raise a convertible loan in an aggregate nominal amount of not more than SEK 1,500,000,000, by way of an issue of convertible bonds.
Authorization for the Board of Directors
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors, for the period until the end of the next annual general meeting, at one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares of series B. The authorization may be utilized for new issues of shares of series B, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to a dilution of not more than 10 per cent of the registered share capital in the company at the time of the issue resolution. In addition, in connection with acquisition of businesses, companies or rights, the Board shall be able to resolve on issues in kind or through set-off corresponding to a further maximum 10 per cent of the registered share capital in the company at the time of the issue resolution. Thus, the total authorization, corresponding to a maximum of 20 per cent, requires that at least 10 per cent be used for issues in kind or through set-off made in connection with the acquisition of businesses, companies, or rights.
Amendment of the Articles of Association
The AGM resolved, in accordance with the board of directors’ proposal, to amend the articles of association in order to enable the board of directors to collect powers of attorney and that shareholders should be able to exercise their voting rights by post prior to general meetings.
For further information, please contact:
Gusten Danielsson, CFO CELLINK
Phone (US): +1 (857) 332 2138
Phone (Sweden): +46 709-91 86 04
Email: gd@cellink.com
Isabelle Ljunggren, Head of Communications CELLINK
Phone: +46 708-30 08 90
Email: il@cellink.com
The information was submitted for publication, through the agency of the contact persons set out above, at 11:50 CEST on April 26, 2021.
About CELLINK
Founded in 2016, CELLINK is the leading bioconvergence company in the world that provides technologies, products and services to create, understand and master biology. With a focus on the application areas of bioprinting, multiomics, cell line development and diagnostics, the company develops and markets innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissue and organs for the medical, pharmaceutical and cosmetic industries. CELLINK’s products are trusted by more than 1,800 laboratories, including ones at all the top 20 pharmaceutical companies, are being used in more than 65 countries, and have been cited in more than 1,600 publications. CELLINK is creating the future of medicine. CELLINK is listed on the Nasdaq Stockholm under CLNK B. www.cellink.com
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