SUMMARY FROM ANNUAL GENERAL MEETING OF EPISURF MEDICAL AB (PUBL)
Episurf Medical AB (publ) (“Episurf” or the “Company”) held its Annual General Meeting (the “Meeting”) on Monday, 4 April 2022. The Meeting was held without the physical presence of shareholders, proxies or third parties and shareholders had the opportunity to exercise their voting rights by post prior to the Meeting in accordance with Sections 20 and 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations.
The income statements and the balance sheets for the Company and the group were approved and the Board of Directors and the CEO were discharged from liability for the financial year 2021.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that the Company shall not pay dividends for the financial year 2021.
The Meeting resolved to approve the remuneration report for the financial year 2021.
In accordance with the proposal by the Nomination Committee, Dennis Stripe, Christian Krüeger, Leif Ryd, Laura Shunk, Annette Brodin Rampe and Ulf Grunander were re-elected as members of the Board of Directors and Dennis Stripe was re-elected as Chairman of the Board of Directors.
In accordance with the proposal by the Nomination Committee, the Meeting resolved that total fees of SEK 1,425,000 (SEK 1,300,000) are to be paid to the Board of Directors, of which SEK 400,000 are to be paid to the Chairman of the Board of Directors, SEK 200,000 are to be paid to each of the other board members and SEK 25,000 are to be paid to the Chairman of the Board of Directors’ Audit Committee.
In accordance with the proposal by the Nomination Committee, the registered accounting firm Öhrlings PricewaterhouseCoopers AB was newly elected as the auditor of the Company, with the authorised public accountant Tobias Stråhle as the auditor in charge. The auditors’ fee shall be paid upon approval of their invoice.
The Meeting approved the Nomination Committee’s proposal on the nomination procedure and instruction for the Nomination Committee for the Annual General Meeting 2023.
The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior executives.
In accordance with the proposal by the Board of Directors, the Meeting resolved on adoption of an incentive programme based on performance based employee stock options for certain employees. The incentive programme includes certain employees in the Episurf group (up to 22 persons, including Episurf’s senior management).
No more than 2,556,392 performance options will be issued. The performance options are hedged by an issue of no more than 2,556,392 warrants of series 2022/2025 to the subsidiary Episurf Operations AB.
Provided that the participant is still employed by the Episurf group at the exercise of the performance options, each performance option entitles the employee to purchase one share of series B in the Company at the expiry of a vesting period of three years from the allotment of the performance options for a price of SEK 3.57 per share of series B. Furthermore, the performance options are subject to certain performance targets for the financial year 2022, which determine to what extent the employees are entitled to keep and exercise the performance options.
The programme means that a maximum of 2,556,392 shares of series B may be issued, corresponding to a maximum dilution of approximately 0.9 per cent of the number of shares and votes in the Company.
The Meeting resolved, in accordance with the proposal of the Board of Directors, on an issue authorisation for the Board of Directors.
Finally, the Meeting resolved, in accordance with the proposal of the Board of Directors, to amend § 10 of, and add a § 11 to, the Articles of Association. Among other things, the amendments enable the Company to allow shareholders to vote by post prior to future General Meetings.
Episurf Medical AB (publ)
The Board of Directors
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@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 individualised treatment alternatives. Episurf Medical’s Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised 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.
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