SUMMARY FROM ANNUAL GENERAL MEETING OF EPISURF MEDICAL AB (PUBL)
The income statements and the balance sheets for the Company and the Group were approved and the Board of Directors and the Managing Director were discharged from liability for the financial year 2015.
The Meeting resolved to allocate the result of the Company in accordance with the proposal of the Board of Directors in the Annual Report.
Saeid Esmaeilzadeh and Leif Ryd were re-elected as members of the Board of Directors. Christian Krüeger and Wilder Fulford were elected as new members of the Board of Directors. Saeid Esmaeilzadeh was re-elected as Chairman of the Board of Directors.
The Meeting resolved that each of Saeid Esmaeilzadeh, Leif Ryd and Christian Krüeger shall receive an annual fee of SEK 100,000, and that Wilder Fulford shall receive an annual fee of SEK 200,000. No fees shall be paid for committee work.
The registered accounting firm KPMG AB was re-elected as the auditor of the Company, with the authorised public accountant Duane Swanson as the auditor in charge. The auditors’ fee shall be paid upon approval of their invoice.
The Meeting approved the Nomination Committee’s proposal for Nomination Committee and nomination procedure for the Annual General Meeting 2017.
The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior executives.
The Meeting resolved in accordance with the proposal of the Board of Directors to approve a directed issue of 157,125 shares in the subsidiary Episurf Medical UK Limited to the Company’s CEO Rosemary Cunningham Thomas. The number of issued shares is equal to SEK 2,000,000 divided by the average volume weighted share price of SEK 12.7287 for the Company’s share of series B on Nasdaq Stockholm during the period 9–23 May 2016. The issued shares may, subject to certain conditions, be exchanged for the same number of shares of series B in the Company. This corresponds to a potential dilution of a maximum of 1.0% of the shares and approximately 0.7% of the votes in the Company (based on the number of outstanding shares as of the date of this press release).
The Meeting resolved in accordance with the proposal of the Board of Directors on retirement of 13,501 own shares of series B held by the Company, which implies a reduction of the share capital by SEK 4,050.30 for allocation to the unrestricted shareholders’ equity. At the same time, the Meeting resolved to increase the share capital by SEK 4,050.30 by a transfer of funds from the unrestricted equity without the issuance of new shares, which means that the share capital will remain the same as prior to the retirement of the shares.
Finally, the Meeting resolved to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, resolve on new issues of shares, with or without deviation from the shareholders’ preferential rights, within the limits provided by the articles of association, to be paid for in cash or in kind.
Episurf Medical AB (publ)
The Board of Directors
For more information, please contact:
Rosemary Cunningham Thomas, CEO, Episurf Medical
Tel: +46 (0) 70-7655892
Tel: +44 (0) 7803-753603
rosemary@episurf.com
About Episurf Medical
Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and personalized treatment alternatives. Episurf Medical’s Episealer® personalized implants and Epiguide® surgical drill guides are developed for treating localized cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention.
Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com. The information in this press release is such that Episurf Medical AB is required to disclose in accordance with the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 25 May, 2016 at 08.00 (CET).