Bulletin from annual general meeting of Enzymatica AB (publ) on May 7, 2024
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Enzymatica AB (publ) held its annual general meeting on May 7, 2024. At the annual general meeting, the following resolutions were made.
Income statements and balance sheets
The general meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
Disposition of the company’s profit or loss
The general meeting resolved, in accordance with the board of directors’ proposal, that no dividend is paid for the fiscal year 2023 and that the company’s funds available for distribution are carried forward.
Discharge from liability
The general meeting resolved to grant discharge from liability to all persons who have had the position of board member, CEO or deputy CEO in the company during 2023.
Election of members of the board of directors and auditors
The general meeting resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of six (6) ordinary members without deputies and that one registered auditing company is appointed as auditor until the end of the next annual general meeting.
Bengt Baron, Guðmundur Pálmason, Mats Andersson, Louise Nicolin, Helene Willberg and Moa Fransson were, in accordance with the nomination committee’s proposal, re-elected as members of the board. Bengt Baron was, in accordance with the nomination committee’s proposal, re-elected as chairman of the board.
The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the registered auditing company Deloitte AB as auditor in the company for the period until the end of the next annual general meeting. Deloitte AB has informed that Jeanette Roosberg will be the auditor-in-charge.
Determination of remuneration for the members of the board of directors and the auditors
The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1,625,000, of which SEK 500,000 is remuneration for the chairman of the board of directors and SEK 225,000 to every other member of the board of directors who are not employed by the company. Furthermore, the general meeting resolved, in accordance with the nomination committee’s proposal, that the remuneration for work in the audit committee shall be paid with SEK 175,000 to the chairman of the audit committee and with SEK 50,000 to every other member, and that no remuneration shall be paid for work in the remuneration committee.
The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.
Directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved, in accordance with the board of directors’ proposal, on the warrant-based incentive program Warrant Program 2024/2027 by (A) issuance of warrants of series 2024/2027 to the company’s wholly-owned subsidiary and (B) approval of the transfer of warrants 2024/2027 from the subsidiary to employees and consultants in the company, or a company within the group in which the company is the parent company, in accordance with the terms and guidelines set forth.
No more than 2,700,000 warrants shall be issued to the subsidiary with the right and obligation for the subsidiary to later transfer the warrants to the employees and consultants. The first allotment is scheduled to be made in May 2024, and the transfer shall be made against cash consideration which shall correspond to the market value of the warrant and in accordance with the principles set forth in the board of directors’ proposal. Subscription of shares under the warrants may take place during the period from June 1, 2027, up to and including June 30, 2027. Over subscription cannot occur. The subscription price per share shall correspond to 400 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 a period of ten trading days prior to the board of directors’ first directed offer to acquire warrants in the Warrants Program 2024/2027, however, the subscription price cannot be less than the share's quota value. The maximum dilution effect of the program is approximately 1.53 per cent.
Authorization for the board of directors to issue new shares
The general meeting resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, until the next annual general meeting, on one or more occasions, resolve to increase the company’s share capital by issue of shares corresponding to no more than ten (10) per cent of the total number of shares in the company at the time of the meeting’s decision of authorization. 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 to raise new capital and to take advantage of future opportunities to attract new long-term owners, 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 with other conditions as referred in Chapter 13 Section 5 item 6 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). At a deviation from the shareholders’ preferential rights, the issue rate shall be determined in accordance with market conditions, taking into account any discount on market terms.
Guidelines for remuneration for senior executives
The general meeting resolved to approve the resolution proposed by the board of directors concerning guidelines for remuneration for senior executives.
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For more detailed information regarding the content of the resolutions, please refer to the press release published on March 27, 2024, and the complete notice of the annual general meeting. The notice of the annual general meeting and complete proposals regarding the resolutions of the annual general meeting are available on the company’s website, www.enzymatica.com.
For more information, please contact:
Claus Egstrand, CEO, Enzymatica AB
Tel: +44 7780 22 8385 | Email: claus.egstrand@enzymatica.com
Therese Filmersson, CFO and deputy CEO, Enzymatica AB
Tel: +46 708 40 72 24 | Email: therese.filmersson@enzymatica.com
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