Communique from annual general meeting in Mentice AB (publ)
Press release 2020-05-27
An annual general meeting was held in Mentice AB on Wednesday 27 May 2020. Below follows a summary of the resolutions made at the meeting ; all in accordance with the prior to the meeting presented proposals
Adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet and discharge from liability
At the annual general meeting the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet for 2019 were adopted. The meeting resolved to discharge each member of the board of directors alongside with the CEO from liability for the financial year of 2019.
Resolution on allocation of the company profit
The meeting resolved not to issue any dividend to the shareholders for the financial year of 2019 and to instead add the profit to the retained earnings of the company for 2019.
Election of board members, chairman of the board and accountant
The annual general meeting resolved that the board of directors shall consist of six ordinary members. The meetings resolved, to the board of directors, elect Lawrence D. Howell, David Ballard, Denis Gestin, Gösta Johannesson, Johann Koss and Eola Änggård Runsten as ordinary board members. More information regarding the members of the board of directors is presented on the company website, www.mentice.com.
Lawrence D. Howell was re-elected as chairman of the board.
The meeting resolved that the company shall have one accountant with no deputy accountant. The meeting elected KPMG AB as accountant for the company until the annual general meeting of 2021. It was noted that the certified accountant Fredrik Waern shall be the main responsible accountant.
Resolution on remuneration to the members of the board of directors and accountant alongside with remuneration to the audit and remuneration committees
Furthermore, the meeting resolved that the remuneration to the company’s accountant shall be paid in accordance with each approved invoice. The annual general meeting resolved on remuneration for the board members consisting of a fixed amount of in total SEK 970,000 to be paid to the members of board of directors, of which SEK 100,000 shall be paid to Johann Koss, SEK 170,000 shall be paid each to Gösta Johannesson, Eola Änggård Runsten and David Ballard and SEK 360,000 shall be paid to Denis Gestin.
The meeting resolved that remuneration to the audit committee shall be SEK 40,000 for the chairman and SEK 20,000 for each other member. Remuneration to the remuneration committee was resolved to be SEK 40,000 for the chairman and SEK 20,000 to each other member.
Resolution on guidelines for remuneration to senior executives
The meeting resolved on the guideline for remuneration to the senior executives in accordance with the board of directors’ proposal. The guidelines are in principle unamended in comparison with the guidelines adopted by the annual general meeting 2019 with exception to minor updates due to new legislation, implying new wording of the guidelines in connection to the company business strategy and other minor adjustments.
Resolution to authorise the board of directors to issue new shares
The annual shareholders’ meeting resolved to authorise the board of directors, until the next annual shareholders’ meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares. The purpose of the authorisation is to provide the board of directors with flexibility with regards to financing of the company and its accelerated expansion of the group, its markets and products. The maximum number of shares to be issued under this authorisation together with any shares possibly issued in connection with use of options and converting of convertibles shall not exceed 2,414,655 shares, implying a maximum dilution of equity of approximately 10 per cent of all outstanding shares in Mentice AB at the time of this resolution proposal.
The resolutions in their entirety
The resolutions in their entirety are available at the company’s webpage,
About Mentice AB
Mentice (www.mentice.com) is a leading supplier of high-technology solutions for simulation in the medical sector with focus on endovascular procedures.
For additional information
Contact: Göran Malmberg, CEO Mentice AB,
e-mail: goran.malmberg@mentice.com, tel: +46 (0) 703 09 22 22.