Bulletin from the Annual General Meeting in Sedana Medical
Today, May 19, 2020, the annual general meeting of Sedana Medical AB (publ) (”Sedana Medical” or the "Company") was held in Stockholm. The general meeting resolved to adopt all of the board of directors’ and the nomination committee’s resolution proposals. Complete information regarding each resolution proposal adopted at the general meeting is available at www.sedanamedical.se. A summary of the resolutions adopted at the general meeting is set out below.
Adoption of the profit and loss statement and the balance sheet, the consolidated profit and loss statement and the consolidated balance sheet as well as resolution regarding allocation of profits and discharge from liability
The general meeting adopted the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet for the financial year 2019 and resolved, in accordance with the board of directors’ proposal and the auditor’s recommendation, that the accumulated profits shall be carried forward.
The general meeting resolved to discharge the members of the board of directors and the CEO from liability.
Determination of fees payable for the members of the board of directors and the auditor
The general meeting resolved that fees payable to the members of the board of directors shall be payed with a total amount of SEK 1,000,000, whereby SEK 400,000 shall be payed to the chairman of the board, SEK 100,000 shall be payed to each of the board members Sten Gibeck, Bengt Julander and Ola Magnusson (who are also major shareholders in the company), and SEK 150,000 shall be payed to each of the other board members elected by the general meeting. The general meeting further resolved that fees payable for work in the audit committee of the board of directors, which is under establishment, shall be payed with SEK 25,000 to the chairman of the committee and with SEK 12,500 to each of the other members of the committee, and that fees payable to the auditor shall be payed in accordance with approved invoices within the frames of the quote.
Election of board members and auditor
The general meeting resolved to re-elect Thomas Eklund, Sten Gibeck, Bengt Julander, Ola Magnusson and Eva Walde and to newly elect Christoffer Rosenblad as ordinary board members in Sedana Medical for the period until the end of the next annual general meeting. Thomas Eklund was also re-elected as chairman of the board of directors.
The general meeting resolved to elect Öhrlings PricewaterhouseCoopers AB as new auditor for the period until the end of the next annual general meeting, with the chartered accountant Leonard Daun as principal auditor.
Resolution on authorisation for the board of directors to issue new shares
The general meeting resolved to authorise the board of directors to, at one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve on new share issues. The number of shares issued by exercise of the authorisation may not exceed 10% of the total number of shares outstanding in the Company as of the date of the annual general meeting. A new issue may be made with or without stipulations regarding non-cash consideration, set-off or other conditions referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). The objective of the authorisation is to provide the board of directors with flexibility in its work to ensure that the company can procure capital for the financing of the operations in an appropriate manner, to enable business or company acquisitions and to enable a broadening of the company’s shareholder base.
Resolution on amendment of the articles of association
The general meeting resolved to change § 1, § 6, § 7 and § 9 of the Company’s articles of association.
The amendment of § 1 is made due to changes in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). The amendment of § 6 removes the possibility to have deputy directors. The amendment of § 7 is an editorial clarification and is made by reason of to the nomination committee’s proposal that a registered accounting firm is appointed as auditor. The amendments in § 9 is made due to future changes of certain rules regarding record dates in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Resolution on incentive programme 2020/2023 for co-workers by way of a directed issue of warrants to a subsidiary to be subsequently transferred to participants
The general meeting resolved to adopt incentive programme 2020/2023 for co-workers, including a directed issue of not more than 325,000 warrants series 2020/2023 to the Company’s subsidiary Sedana Medical Incentive AB to be subsequently transferred to the participants in the incentive programme. The objectives of the incentive programme are to establish conditions to recruit and maintain qualified personnel in the group and to increase the motivation of the co-workers of the group and to stimulate an increased interest for the Company’s business and earnings. Assuming full exercise of all warrants of series 2020/2023, the Company’s share capital will increase by SEK 32,500, and the number of shares and votes in the Company will increase by 325,000, equivalent to a dilution effect of approximately 1.39 per cent of the total number of shares and votes in the Company (based on the current number of shares and votes, without consideration of outstanding warrants).
Resolution on incentive programme 2020/2024 for current and new co-workers by way of a directed issue of warrants to a subsidiary to be subsequently transferred to participants
The general meeting resolved to adopt incentive programme 2020/2024 for current and new co-workers, including a directed issue of not more than 360,000 warrants of series 2020/2024 to the Company’s subsidiary Sedana Medical Incentive AB to be subsequently transferred to the participants in the incentive programme. The incentive programme is intended for both current co-workers as well as co-workers starting their employment or assignment in the Company’s group during the period 21 May 2020–31 January 2021. The objectives of the incentive programme are the same as for incentive programme 2020/2023. Assuming full exercise of all warrants of series 2020/2024, the Company’s share capital will increase with SEK 36,000, and the number of shares and votes in the Company will increase with 360,000, equivalent to a dilution effect of approximately 1.54 per cent of the total number of shares and votes in the Company (based on the current number of shares and votes, without consideration of outstanding warrants).
For additional information, please contact:
Thomas Eklund, Chairman of the Board
Mobile: +46 70 824 20 25
E-mail: thomas.eklund@investorab.com
Sedana Medical is listed on Nasdaq First North Growth Market in Stockholm.
The company's Certified Adviser is Erik Penser Bank, +46 8 463 83 00, certifiedadviser@penser.se.
The information was released for public disclosure, through the agency of the contact person above, on May 19, 2020 at 5:00 p.m. (CEST).
About Sedana Medical
Sedana Medical AB (publ) has developed and sells the medical device AnaConDa, for the administration of volatile anaesthetics to mechanically ventilated patients. A major pivotal study is currently ongoing to obtain market approval in Europe for inhaled sedation in intensive care units with the pharmaceutical IsoConDa® (isoflurane). The company expects the registration of IsoConDa in Europe to take place during the second half of 2021. Three years thereafter Sedana Medical expects sales of SEK 500 million in Europe and an EBITDA margin of about 40 percent.
The market for Sedana Medical’s sedation therapy of AnaConDa and IsoConDa consists primarily of sedation of mechanically ventilated intensive care patients. Today, these patients are sedated intravenously which leads to several challenges for both patients and care givers. Challenges that are solved by inhaled sedation. Based on an estimate of seven to eight million patients being sedated in intensive care due to mechanical ventilation globally, on average three to four days, Sedana Medical estimates the total market potential to SEK 20-30 billion, evenly distributed between the US, Europe and Asia. The company has initiated a process to obtain market approval in the US in 2024. Registration activities are also initiated in other markets outside the EU.
Sedana Medical has direct sales in the Nordic countries, Germany, Benelux, France, Great Britain and Spain as well as external distributors in parts of the rest of Europe, Australia, Canada, China, India, Israel, Japan, Mexico and South Korea. The company was founded in 2005 and is headquartered in Stockholm, Sweden, with medical device development in Ireland.