Bulletin from Annual General Meeting in Enzymatica AB (publ)
Today, on 5 May 2020, the Annual General Meeting (the ”AGM”) was held in Enzymatica AB (publ) (the ”Company”). Below follows a summary on the resolutions passed by the AGM. All resolutions were passed unanimously.
Resolution on the Company’s profit and loss
The AGM resolved to adopt the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet and resolved to carry forward the funds available at the AGM and, consequently, resolved not to distribute any dividends for the financial year 2019.
Discharge from liability of the members of the board of directors and the CEO
The AGM resolved to adopt the proposal regarding discharge from liability of the members of the board of directors and the CEO for the fiscal year 2019.
Election of the board of directors and auditors
In accordance with the nomination committee’s proposal, the AGM resolved that the board of directors shall consist of six (6) ordinary members without deputies and on the re-election of Bengt Baron, Mats K Andersson, Guðmundur Pálmason, Marianne Dicander Alexandersson and Louise Nicolin as well as on the election of Fredrik Lindberg as ordinary members. Bengt Baron was re-elected as chairman of the board.
Further, the AGM resolved on the re-election of the registered auditing company Deloitte AB. Deloitte AB has informed that Per-Arne Pettersson will be auditor in charge.
Determination of remuneration for the members of the board of directors and the auditors
The AGM resolved to adopt the proposal that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1,275,000, of which SEK 400,000 is remuneration for the chairman of the board of directors and SEK 175,000 to every other member of the board of directors who are not employed by the Company. In addition, the remuneration for work in the Audit Committee shall be paid with SEK 100,000 to the chairman of the Audit Committee and with SEK 50,000 to the other member. However, should the board, for workload reasons or otherwise, resolve that the Audit Committee shall consist of two or more other members, remuneration shall be paid with SEK 100,000 to the chairman and with SEK 25,000 to each other member. No remuneration shall be paid for work in the Remuneration Committee.
The AGM resolved that fees to the auditor shall be paid according to approved invoice.
Guidelines for remuneration for senior executives
The AGM approved the resolution proposed by the board of directors concerning guidelines for senior executives.
Directed issue of warrants and approval of transfer of warrants
The AGM resolved in accordance with the board’s proposal to implement an incentive program for senior executives and key personnel in the group (“Warrants Program 2020/2023”) by A) directed issue of warrants with deviation from the shareholder’s preferential rights to Enzymatica Care AB and B) approval of transfer of warrants to employees and consultants. The Warrants Program 2020/2023 entails an issue of 2,800,000 warrants directed to the Company’s wholly owned subsidiary Enzymatica Care AB to be transferred to employees and consultants. Transfer shall be made against cash consideration which shall correspond to the market value of the warrant and first allotment is scheduled to May 2020. Allotment shall be made in accordance with the allocation set out in the board’s proposal. Subscription of shares by virtue of the warrants may be effected during the period as from 15 May 2023 up to and including 30 September 2023. The subscription price per share shall correspond to 140 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the Company during the period as from and including 6 May 2020 to and including 19 May 2020. The maximum dilution due to the program is approximately 1.9 per cent.
Resolution regarding authorization of the board of directors to issue new shares
The AGM resolved to authorize the board of directors until the next annual shareholders’ meeting to, on one or more occasions, resolve to increase the Company’s share capital by issue of no more than shares corresponding to ten (10) per cent of the total number of shares in the Company.
However, such issues may not cause the share capital in the Company to exceed the Company’s highest allowed share capital according to the articles of association. The board of directors may deviate from the shareholders’ preferential rights. The reason for the board of directors’ authorization to deviate from the shareholders’ preferential rights is to enable the Company’s possibilities to raise new capital and to take advantage of future opportunities to attract new long-term owners of strategic importance to the Company and to finance the Company’s growth strategy. The authorization also includes the right to decide on payment for the issued shares by set-off, in kind or other conditions as referred in Chap. 13 Sec. 5 item 6 of the Swedish Companies Act (2005:551). At a deviation from the shareholders’ preferential rights, the issue of new shares shall be determined in accordance with market conditions.
For further information:
Fredrik Lindberg, CEO
Phone: +46 (0)70 886 53 70
E-mail: fredrik.lindberg@enzymatica.com
About Enzymatica AB
Enzymatica AB is a Swedish life science company that develops and sells health care products for primarily conditions of the ear-nose-and-throat region. The products are based on a barrier technology that includes marine enzymes. The company’s first product is the medical device ColdZyme®, a mouth spray against common cold. The product has been launched in about ten markets. The strategy is to continue to grow by developing more health care products and strengthening the company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarters in Lund and is listed on Nasdaq First North Growth Market. For more information, visit: www.enzymatica.com and www.enzymatica.se/en/section/media/press-releases
Enzymatica’s certified adviser is Erik Penser Bank.
Phone: +46 (0)8 463 83 00 Email: certifiedadviser@penser.se
Enzymatica AB Ideon Science Park, SE-223 70 Lund, Sweden Telefon +46 46-286 31 00