Resolutions from Annual General Meeting of Elos Medtech AB (publ) 2023
Elos Medtech AB (publ) held its Annual General Meeting (”AGM”) on Wednesday 3 May 2023 in Gothenburg.
Adoption of income statements and balance sheets for 2022
The AGM adopted the income statements and balance sheets for the company and the group included in the annual report for the financial year 2022.
Allocation of profits
At the request of shareholders Thomas Öster, Inger Öster, Venova AB, Kent Molin, Lars Öster, Jonas Fridh, Lennart and Anna Nyberg and Fountainhead Real Estate AG (jointly the “Minority Owners”), representing 1,062,283 shares (more than one-tenth of all shares in the company), the AGM resolved on a minority dividend of SEK 1 per share, totalling SEK 8,068,000. The record day for the dividend was resolved to be 15 May 2023.
Discharge of liability
The Minority Owners demanded that the matter of discharge of liability be handled at a continued general meeting. The company will return with information about the date of the continued general meeting.
Election of Board members and auditor, and determination of remuneration to the Board of Directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, that the number of Board Members shall be six (6) with no deputy board members and the number of auditors shall be one (1) without deputy auditor.
The AGM resolved, in accordance with the proposal by EM Intressenter AB (TA Associates), to re-elect the current board members Lovisa Lander, Birker B. Bahnsen, Alexander Cicetti, Stefano Alfonsi and Magnus René and to new-elect Winfried Schaller as board members for the period until the end of the next annual meeting.
The AGM resolved, in accordance with nomination committee’s proposal, to re-elect Magnus René as Chairman of the Board of Directors. The registered accounting firm KPMG AB was re-elected as the company’s auditor. KMPG AB has announced that authorized public accountant Johan Kratz will continue to be the auditor-in-charge.
The AGM resolved, in accordance with the proposal by EM Intressenter AB (TA Associates), that remuneration shall be paid with SEK 525,000 to the Chairman of the Board of Directors and with SEK 262,500 to each of the other Board members, and that remuneration for additional efforts to be paid based on market conditions, to be distributed in accordance with the Board of Directors’ decision.
The Board members which are dependent in relation to the majority holder TA Associates shall not receive remuneration. Nor shall the CEO receive any remuneration.
Furthermore, the AGM resolved, in accordance with the nomination committee’s proposal, that the fee to the auditor shall be paid in accordance with approved invoices.
Principles for the appointment of the nomination committee
The AGM resolved, in accordance with the nomination committee’s proposal, to adopt the principles for the appointment of the nomination committee, as set out in the notice to the AGM. The principles are the same as last year with the amendment that the principles will apply until further notice.
Approval of the Board of Director’s remuneration report
The AGM resolved to approve the Board of Directors’ remuneration report for the financial year 2022.
Authorization for the Board of Directors to issue new shares
The AGM resolved, in accordance with the proposal from the Board of Directors, to authorize the Board of Directors to issue new shares in accordance with the proposal as set out in the notice to the AGM.
Proposal on special examiner
The Minority Owners, representing 1,062,283 shares (more than one-tenth of all shares in the company), proposed that a special examiner be appointed by the Swedish Companies Registration Office. The proposed examination theme consists of the following main items:
- Audit of reporting and communication with minority shareholders.
- Audit of corporate governance and how the rights of minority shareholders are addressed by the company.
- Review of the financial statements from a minority shareholder's perspective.
The time period for the special examination was proposed to be the period from June 11, 2021 until and including April 30, 2023. In the event that it is not possible to legally examine this period (due to the fact that the annual general meeting has approved the results for the financial year 2021), it was proposed that the period for the special examination should be the period from January 1, 2022 until and including April 28, 2023.
Shareholders with a majority of the votes cast at the AGM voted no. The Minority Owners, representing 1,062,283 shares (more than one-tenth of all shares in the company) voted yes, which means that shareholders can apply to the Swedish Companies Registration Office for the appointment of a special examiner.
Minutes from the AGM together with complete decisions will be provided at the company’s webpage
For more information, please contact:
Stefano Alfonsi, President and CEO, +44 772 04 98 342,
e-mail: stefano.alfonsi@elosmedtech.com
Magnus René, Chairman of the Board, +1 781 266 6957,
e-mail: magnus.rene@mareadvisory.com
Ewa Linsäter, CFO, +46 76 633 32 33,
e-mail: ewa.linsater@elosmedtech.com
For more information about the Elos Medtech Group, please see www.elosmedtech.com
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