Press release from Annual General Meeting of Cereno Scientific AB
The Annual General Meeting of Cereno Scientific AB (“Cereno”) was held today 13 June 2018. A summary of the resolutions made is presented below. All resolutions were unanimous.
Adoption of income statement and balance sheet
The Meeting resolved to adopt the presented income statement and balance sheet.
Appropriation of earnings
The Meeting resolved to carry forward the profit available at the disposal of Meeting in accordance with the Board’s proposal in the Annual Report and thus no dividends were paid for the 2017 financial year.
Discharge from liability
The Meeting resolved on the discharge from liability for Board members and the CEO.
Determination of number of Board members, deputy Board members and the number of auditors and determination of fees to the Board and auditors
The Meeting resolved that, for the period until the next Annual General Meeting is held, the Board is to comprise six members and two deputies and that fees to the Board are to be paid in the amount of SEK 227,500, with SEK 136,500 (corresponding to three price base amounts) paid to the Chairman, and SEK 91,000 (corresponding to two price base amounts) to the other Board member who is independent of the owners. The Meeting also appointed an auditor and resolved that fees to auditors are to be paid according to approved invoices.
Election of Board members, deputies and auditors
The Meeting resolved that Catharina Bäärnhielm, Klementina Österberg, Sverker Jern, Björn Dahlöf, Jonas Faijerson Säljö, and Gunnar Olsson be re-elected as Board members, of who the latter is the independent Board member, and that Niklas Bergh be re-elected as deputy Board member and Jan Pilebjer be elected as a new deputy Board member. Board member Thomas Pollare and deputy Board member Andreas Blom declined re-election and were thanked for their work at the Meeting. The Chairman also stated that Frejs Revisorer AB, represented by Authorised Public Accountant Mikael Glimstedt, be elected the company’s new auditor.
Resolution on authorisation for the Board to decide on the new issue of shares and/or warrants and/or convertibles
The Meeting resolved to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to resolve on the new issue of shares and/or warrants and/or convertibles for cash payment and/or through contribution in kind, by set-off or otherwise on terms, and thus disapply shareholders’ preferential rights.
When such authorisation is utilised, the subscription price and other terms and conditions are to be market-based, taking into account market issue discounts where appropriate.
The number of shares that it will be possible to issue and the number of new shares that it will be possible to subscribe for under warrants and the number of shares to which convertibles carry entitlement to conversion are, on full subscription, full conversion and full exercise of the warrants, to total a maximum of a number that falls within the limits of the Articles of Association’s provisions on the number of shares.
The purpose of the authorisation and the reason for possibly disapplying shareholders’ preferential rights is to carry out issues in order to finance the company’s operations, commercialisation and development of the company’s products and/or acquisitions of operations, companies or parts of companies, and/or to broaden the ownership base of the company.
The Board, the CEO and the party appointed by the Board were also authorised to make minor adjustments and clarifications of the Board’s decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
Resolution on authorisation for the Board, or the party appointed by the Board in its place, to make minor adjustments to resolutions made by the Meeting that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB
The Meeting resolved to authorise the Board, or the party appointed by the Board in its place, to make minor adjustments to resolutions made by the Meeting that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Gothenburg, 13 June 2018
Cereno Scientific AB (publ)
About Cereno Scientific AB
Cereno Scientific is developing a novel preventive medicine to treat thrombosis-related disease, based on the body’s own intelligent clot-busting system. Cardiovascular disease is currently the leading cause of death worldwide. Current therapies are connected to an increased risk of bleeding and, as a result, low effectiveness due to lower dosing levels. In turn, this leads to a high risk of new blood clots. The benefit with Cereno Scientific’s drug candidate, CS1, is an improved balance between preventing thrombosis and treatment-related side effects – leading to more effective treatment. CS1 is a re-formulation of a known compound and, as such, is expected to have a relatively short development time. The Gothenburg-based company is located in AstraZeneca’s BioVentureHub and is supported by GU Ventures. Cereno Scientific’s B share has been listed on AktieTorget since June 2016 with the ticker CRNO B, ISIN SE0008241558.