Announcement from ExpreS2ion's annual general meeting
The annual general meeting 2022 ("AGM") of ExpreS2ion Biotech Holding AB ("ExpreS2ion" or the "Company") was held today on 25 May 2022. The AGM was carried out through advance voting (postal voting) pursuant to temporary legislation and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in ExpreS2ion and the group income statement and the group balance sheet.
Allocation of profit
The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.
Discharge from liability
The board of directors and the CEO as well as the former board member Gitte Pedersen were discharged from liability for the financial year 2021.
Election of the board of directors, auditor and remuneration
The AGM resolved that the board of directors shall consist of five directors without deputies. The AGM further resolved that the number of auditors shall be one registered accounting firm.
It was further resolved that the remuneration to the board of directors shall amount to SEK 750,000 in total (an increase of SEK 300,000 compared to the remuneration approved at the annual general meeting on 26 May 2021) and shall be paid to the board of directors as follows:
- SEK 250,000 to the chairman and SEK 125,000 to the other directors.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Martin Roland Jensen, Jakob Knudsen, Allan Rosetzsky, Karin Garre and Sara Sande were re-elected as directors of the board. Martin Roland Jensen was re-elected as chairman of the board.
Ernst & Young Aktiebolag was re-elected as the Company's auditor. Ernst & Young Aktiebolag has announced that Ola Larsmon will continue to act as main responsible auditor.
Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 20 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
For further details regarding the resolutions set out above, refer to the complete proposal in the notice and the annual report available at the Company's website, www.expres2ionbio.com.
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
Telefon: +46 11 32 30 732
E-post: ca@skmg.se
For further information about ExpreS2ion, please contact:
Bent U. Frandsen, CEO
Telephone: +45 4256 6869
E-mail: buf@expres2ionbio.com
Keith Alexander, CFO
Telephone: +45 5131 8147
E-mail: ka@expres2ionbio.com
About ExpreS2ion
ExpreS2ion Biotechnologies ApS is a fully owned Danish subsidiary of ExpreS2ion Biotech Holding AB with company register number 559033-3729. ExpreS2ion has developed a unique technology platform, ExpreS2, for fast and efficient non-clinical development and production of complex proteins for new vaccines and diagnostics. ExpreS2 is regulatorily validated for clinical supply. The platform includes functionally modified glycosylation variants for enhanced immunogenicity and pharmacokinetics. Since 2010, the Company has produced more than 500 proteins and virus-like particles (VLPs) in collaboration with leading research institutions and companies. ExpreS2ion develops novel VLP based vaccines in association with AdaptVac ApS, of which ExpreS2ion owns 34%. For additional information, please visit www.expres2ionbio.com.