Report from Sedana Medical’s annual general meeting on 22 May 2024

Sedana Medical AB (publ)’s annual general meeting was held on Wednesday, 22 May 2024 and the main resolutions passed were the following.

Regarding full details of the resolutions, referral is made to the notice convening the general meeting and the complete proposals. The notice convening the general meeting and the complete proposals are available at the company’s website, www.sedanamedical.com.

Adoption of the income statements and the balance sheets

The general meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2023.

Allocation of the results

The general meeting resolved, in accordance with the board’s proposal, that no dividend shall be paid for the financial year 2023 and that the company’s available funds shall be balanced in a new account.

Discharge from liability

The general meeting discharged each who had held the position as board member during the financial year 2023 and the CEO from personal liability.

Board and auditors

The general meeting resolved, in accordance with the nomination committee’s proposal, that the board shall be composed of five directors with no deputies and that the company shall have one auditor with no deputy.

The general meeting resolved, in accordance with the nomination committee’s proposal, that fees to the directors shall be paid in the amount of SEK 785,000 to the chair of the board and SEK 250,000 to each of the other directors elected by the general meeting. It was further resolved, in accordance with the nomination committee´s proposal, that remuneration to members of the audit committee shall be paid in the amount of SEK 75,000 to the chair of the audit committee and SEK 30,000 to each of the other members of the committee.

The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.

The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Claus Bjerre, Hilde Furberg and Christoffer Rosenblad as board members, and to elect Jens Viebke and Donna Haire as new board members. Claus Bjerre was re-elected as the chair of the board.

The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.

Approval of remuneration report

The general meeting resolved, in accordance with the board’s proposal, to approve the board’s remuneration report.

Issue authorization

The general meeting resolved, in accordance with the board’s proposal, to authorize the board 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 authorization, with deviation from the shareholders' preferential rights, the company’s share capital may not be increased by an amount exceeding ten percent of the share capital in the company at the time when the authorization is exercised for the first time.

Guidelines for remuneration to senior executives

The general meeting resolved, in accordance with the board’s proposal, on guidelines for salaries and other remuneration to senior executives.

LTI 2024

The general meeting resolved, in accordance with the board’s proposal, on a performance based incentive program for up to 25 employees in the Sedana Medical group. The participants will be awarded, free of charge, up to not more than 1,133,810 performance based share rights, which can grant the participants the right to obtain securities issued by the company. One performance based share right entitles the participant to obtaining up to one share in the company for a price corresponding to SEK 26.33, contingent upon certain qualifying conditions being met. The general meeting further resolved, in accordance with the board’s proposal, to authorize the board to enter into swap-agreements with third parties, in order to secure certain costs for the program and to enable allotment of shares to the participants in the program. The general meeting also resolved, in accordance with the board’s proposal, to issue not more than 1,490,053 warrants in order to secure the company’s obligations under these swap-agreements and/or to be transferred to the participants.

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For additional information, please contact:
Johannes Doll, CEO, +46 (0)76 303 66 66
Johan Spetz, CFO, +46 (0)73 036 37 89
ir@sedanamedical.com

About Sedana Medical

Sedana Medical AB (publ) is a pioneer medtech and pharmaceutical company focused on inhaled sedation to improve the patient’s life during and beyond sedation. Through the combined strengths of the medical device Sedaconda ACD and the pharmaceutical Sedaconda (isoflurane), Sedana Medical provides inhaled sedation for mechanically ventilated patients in intensive care.

Sedana Medical has direct sales in Benelux, France, Germany, Great Britain, the Nordics, and Spain. In other parts of Europe as well as in Asia, Australia, Canada, and South- and Central America, the company works with external distributors.

Sedana Medical was founded in 2005, is listed on Nasdaq Stockholm (SEDANA) and headquartered in Stockholm, Sweden.