Bulletin from the annual general meeting in Sedana Medical AB
Today, May 10, 2021, the annual general meeting of Sedana Medical AB (publ) (SEDANA: FN Stockholm) was held. In order to counteract the spreading of the corona virus, the general meeting was held only through advance voting (so-called postal voting) in accordance with temporary rules. The board of directors resolved in accordance with all of the board of directors’ and the nomination committee’s proposals. A summary of the resolutions adopted by 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 2020 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 for the financial year 2020.
Election of board members and auditor and resolution on fees payable to the board of directors
The general meeting resolved to re-elect Thomas Eklund, Bengt Julander, Ola Magnusson, Christoffer Rosenblad and Eva Walde, and to newly elect Claus Bjerre, as ordinary board members for the period until the end of the next annual general meeting. Sten Gibeck did not stand for re-election. The general meeting further resolved to re-elect Thomas Eklund as chairman, and to newly elect Claus Bjerre as vice chairman, of the board of directors. Lastly, the general meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as auditor in the company for the period until the end of the next annual general meeting, which company has confirmed that the chartered accountant Leonard Daun will continue as auditor-in-charge.
The general meeting resolved that fees payable to the board of directors, for the period until the end of the next annual general meeting, shall amount to SEK 450,000 for the chairman, SEK 100,000 for each of Bengt Julander and Ola Magnusson who are also major shareholders in the company, SEK 275,000 for Claus Bjerre and SEK 175,000 for each of the other members elected by the general meeting. It is further proposed that fees payable for work on the audit committee of the board of directors shall amount to SEK 50,000 for the chairman and SEK 25,000 for each of the other members.
Resolution on amendment of the articles of association and division of shares (split)
The general meeting resolved upon an amendment of the articles of association and a division of shares (so-called split), whereby Section 5 of the company’s articles of association will be amended to “The number of shares shall be not less than 32,000,000 and not more than 128,000,000” and each current share in the company will be divided into four new shares (split 4:1). Based on the number of shares in the company as of the date of this press release, the number of shares in the company will increase from 23,046,740 to 92,186,960, and the shares’ quota value will be adjusted from SEK 0.10 to SEK 0.025. The general meeting further resolved to authorize the board of directors to determine the record day for the division of shares. When the record day has been resolved, it will be announced through a press release.
Resolution on an authorisation for the board of directors to issue new shares
The general meeting resolved on an authorisation for 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 upon new share issues. By new share issue resolutions made by exercise of the authorisation, with deviation from the shareholders’ preferential rights, the company’s share capital may not be increased by an amount exceeding ten per cent of the share capital in the company as of the date of the annual general meeting. A new share issue resolved by exercise of the authorization 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 (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 principles for the appointment of and instructions for the nomination committee
The general meeting resolved on adoption of updated principles for the appointment of and instructions for the nomination committee.
Complete resolution materials
For complete resolution materials, go to www.sedanamedical.com.
For additional information, please contact:
Thomas Eklund, chairman of the board of directors, +46 70 824 20 25
Susanne Andersson, CFO, +46 73 066 89 04
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, email@example.com.
About Sedana Medical
Sedana Medical AB (publ) develops and sells the medical device AnaConDa for the administration of volatile anaesthetics. Through a combination of AnaConDa and the drug candidate Sedaconda (isoflurane), Sedana Medical provides inhaled sedation for mechanically ventilated intensive care patients. The company has applied for marketing approval in Europe for Sedaconda and expects an approval in the second half of 2021.
Today, mechanically ventilated intensive care patients are sedated intravenously which leads to several challenges for both patients and care givers. Challenges that are solved by inhaled sedation. Globally, seven to eight million patients are estimated to be sedated in intensive care due to mechanical ventilation, evenly distributed between the US, Europe, and Asia. These patients are on average sedated three to four days. Sedana Medical estimates the total market potential to SEK 20-30 billion. Three years after marketing approval in Europe, Sedana Medical expects sales of SEK 500 million in Europe and an EBITDA margin of about 40 percent. The company has initiated processes to obtain marketing approval in the US in 2024 and in markets outside the EU.
Sedana Medical has direct sales in Benelux, France, Germany, Great Britain, the Nordics and Spain as well as external distributors in other parts 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.