Communication from the Annual General Meeting in Panion Animal Health AB
Today, 23 April 2019, an Annual General Meeting (AGM) was held in Panion Animal Health AB (publ) (the “Company”). A summary of the resolutions follows.
Approval of profit and loss accounts and balance sheets
The profit and loss accounts and balance sheets were approved by the AGM.
Allocation of profits
The AGM decided to allocate the Company’s results in accordance with the proposal from the board of directors. The AGM also decided that no dividend should be distributed for the financial year 2018.
The AGM decided to discharge each of the members of the board of directors and the managing director from liability.
Determination of remuneration to the board of directors and the auditor
It was resolved that, between the annual general meeting of 2019 and the annual general meeting of 2020, the ordinary members of the board of directors each should receive SEK 46 500 as remuneration, that the chairman of the board of directors should receive SEK 93 000 as remuneration and that the auditor should be paid according to approved invoice.
Determination of the number of members of the board of directors, deputy members of the board of directors, auditors and deputy auditors
It was resolved that the number of members of the board of directors shall be four (4), without any deputy members of the board of directors, and that the number of auditors shall be one (1) and the number of deputy auditor shall be one (1).
Appointment of members of the board of directors
It was resolved to re-appoint Dede Willis, Nerry Kamstrup, Lars Friis Mikkelsen and Lars Thunberg as members of the board of directors until the end of the next annual general meeting.
Appointment of chairman of the board of directors
It was resolved to re-elect Lars Thunberg as chairman of the board of directors until the end of the next annual general meeting.
Appointment of auditors and deputy auditors
It was resolved to re-elect Anders O Persson, MAZARS SET Revisionsbyrå AB, as auditor, and to re-elect Joakim Paulson as deputy auditor, until the end of the annual general meeting held in 2020.
Resolution to amend the articles of association
To enable new issues of shares and warrants, the AGM resolved to amend the limits of the share capital in the articles of association from minimum SEK 550 000 and maximum SEK 2 200 000 to minimum SEK 1 100 000 and maximum SEK 4 400 000, and to amend the limits of the number of shares in the articles of association from minimum 11 801 593 and maximum 47 206 372 to minimum 23 603 186 and maximum 94 412 744.
Resolution to new issue of shares and warrants
The AGM did not approve the suggested issue of new shares.
Resolution to authorise the board of directors to issue new shares, warrants and/or convertible instruments
The AGM decided to authorise the board of directors to, on one or more occasions during the period up to the next annual meeting, resolve to issue new shares, warrants and/or convertible instruments, within the limits of share capital and numbers of shares determined by the AGM. The board of directors shall be authorised to adopt decisions of new issues of shares, warrants and/or convertible instruments with deviation from the shareholders’ preferential rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act.
The authorisation replaces the existing authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertible instruments, resolved upon at the 2018 Annual General Meeting.
The purpose of the authorisation is that the Company shall be able to issue shares, warrants and/or convertible instruments in connection to acquisitions of companies or businesses and to carry-out directed new issues in order to raise capital to the Company.
Comment from the member of the board of directors Lars Friis Mikkelsen: ”The AGM chose not to approve the suggested issue of new shares since the Company is subject to a public offer on the Company’s shares. The authorisation from the AGM to the board of directors to resolve on issues of shares secures the Company’s future financing irrespective of the outcome of the public offer”.
Lund in April 2019
Panion Animal Health AB (publ)
The board of directors
Anja E. H. Holm, CEO
+ 45-22 94 66 00
Bolaget ska utveckla och kommersialisera genterapi för behandling av epilepsiliknande tillstånd hos hundar och andra djur, samt utveckla och kommersialisera andra veterinärmedicinska produkter och nya behandlingsformer som kan ge sjuka djur bättre livskvalitet.
Panion will develop and commercialize a gene therapy treatment for dogs with drug refractory epilepsy, and other new animal health products and treatments that improve the quality of life for animals suffering from chronic diseases.