BrainCool AB (publ): Bulletin from the annual general meeting
BrainCool AB (the "Company") held its annual general meeting on May 11, 2023. The following resolutions were made.
Income statements and balance sheets
The general meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the fiscal year of 2022.
Disposition of the Company’s profit or loss
The general meeting resolved, in accordance with the board of directors’ proposal, that no dividend is paid and that the Company’s funds available for distribution are carried forward.
Discharge from liability
The general meeting resolved to grant discharge from liability to all persons who have had the position of board member, CEO, or deputy CEO in the Company during 2022.
Election of members of the board of directors and auditors
The general meeting resolved that the board of directors shall consist of four ordinary members without deputies. Hans Henriksson, Martin Waleij, Roger Henriksson and Oscar Engellau were re-elected as members of the board and Hans Henriksson was re-elected as chairman of the board.
The general meeting resolved that the number of auditors shall amount to one without a deputy auditor. Öhrlings PricewaterhouseCoopers AB was re-elected as auditor for the period until the end of the next annual general meeting.
The general meeting resolved that directors' fees shall be paid in the amount of two price base amounts to the chairman of the board and one price base amount to other members of the board who are not employed by the Company.
The general meeting also resolved that fees to the Company's auditor shall be paid in accordance with approved invoices.
Authorization for the board of directors to resolve on the issue of shares, warrants and/or convertibles
The general meeting resolved to authorize the board of directors, in order to enable the board of directors to provide the Company with working capital, capital for company acquisitions, acquisition of technology solutions and/or companies through a non-cash issue, during the period until the next annual general meeting and within the framework of the articles of association, to resolve on a new issue of a total of not more than a number of shares and/or convertible debentures and/or warrants entitling to conversion to each subscription of, or involves the issue of, a maximum number of shares in an amount of not more than SEK 150 million, (total issue proceeds), with or without deviation from the shareholders' preferential rights and with or without provision for non-cash issue or otherwise with conditions. The authorization may be exercised on one or more occasions, and the basis for the issue price when exercising the authorization shall be the market value of the share with or without consideration of market discount.
