Press release from Annual General Meeting of Cereno Scientific AB
The Annual General Meeting of Cereno Scientific AB (“Cereno”) was held today 9 June 2021. Due to the ongoing Covid-19 pandemic, the annual general meeting was carried out through postal voting only, without any physical attendance. A summary of the resolutions made is presented below.
Adoption of income statement and balance sheet as well as group income statement and group balance sheet
The Meeting resolved to adopt the presented income statement and balance sheet as well as the group income statement and group balance sheet.
Appropriation of earnings
The Meeting resolved to carry forward the profit available at the disposal of the Meeting in accordance with the Board’s proposal in the Annual Report and thus no dividends were paid for the 2020 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 seven members and two deputies and that fees to the Board are to be paid in the amount of SEK 190,400 to the Chairman, corresponding to four price base amounts, and SEK 95,200 to each of the other Board members, corresponding to two price base amount per person. The Meeting also resolved that fees to the 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 Anders Svensson be re-elected as Board members and that Rein Piir be elected as a new Board member. The Meeting resolved that Niklas Bergh be re-elected as deputy Board member and that Jesper Dahlberg be elected as a new deputy Board member. The Meeting resolved that Frejs Revisorer AB, represented by Authorised Public Accountant Mikael Glimstedt, be re-elected as the company’s auditor.
Long-term incentive programs
Sufficient majority was not obtained as regards the proposals to implement a long-term employee stock option program (qualified employee stock options) or a long-term incentive program (warrants). Accordingly, the Meeting resolved not to implement such programs.
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.
Gothenburg, 9 june 2021
Cereno Scientific AB (publ)
The Board
For further information, please contact:
Daniel Brodén – CFO
Tel: +46 768 66 77 87
E-mail: info@cerenoscientific.com
www.cerenoscientific.se
About Cereno Scientific AB
Cereno Scientific is a clinical stage biotech company within cardiovascular diseases. The lead drug candidate, CS1, is a Phase II candidate in development for the treatment of the rare disease pulmonary arterial hypertension (PAH) and thrombotic indications. CS1 is an HDAC (Histone DeACetylase) inhibitor that acts as an epigenetic modulator with anti-thrombotic, anti-inflammatory, anti-fibrotic and pressure-relieving properties, all relevant for PAH. A clinical phase II study for CS1 in PAH is expected to be initiated in September 2021 under its US FDA granted orphan drug designation (ODD) status. In addition, Cereno has two promising preclinical development programs targeted at treating cardiovascular diseases. The company is headquartered in AstraZeneca’s BioVenture Hub, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Swedish Spotlight Stock Market (CRNO B). More information on www.cerenoscientific.com.