Bulletin from the annual general meeting in EQL Pharma AB on 17 August 2023

Today, on 17 August 2023, the annual general meeting was held in EQL Pharma AB. A summary of the adopted resolutions follows below.

Resolution on adoption of accounts and allocation of the company’s result

The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet. The annual general meeting also resolved to distribute the company’s result in accordance with the proposal from the board of directors in the annual report meaning that no dividends are paid for the financial year 2022/2023 and that the available funds are carried forward.

Discharge from liability for the members of the board of directors and the CEO

The annual general meeting resolved to discharge the members of the board of directors and the CEO from liability for the financial year 2022/2023.

Election and remuneration of the board of directors and auditor

The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Anders Månsson, Christer Fåhraeus, Linda Neckmar, Rajiv I. Modi, Per Ollermark and Per Svangren as members of the board of directors for the period until the end of the next annual general meeting. Christer Fåhraeus was re-elected as Chairman of the board of directors.

The annual general meeting further resolved in accordance with the proposal from the Nomination Committee that board remuneration shall be paid with SEK 250,000 to the Chairman of the board of directors and with SEK 100,000 to each of the other board members who are not permanent employees in the company.

The annual general meeting finally resolved in accordance with the proposal from the Nomination Committee to re-elect Deloitte AB as auditor and that remuneration to the auditor shall be paid in accordance with approved invoice. Deloitte AB has informed that the authorized public accountant Maria Ekelund will continue to be the auditor in charge.

Resolution on instruction and charter for the Nomination Committee

The annual general meeting resolved in accordance with the proposal from the Nomination Committee that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall be comprised of three members representing the three largest registered owners in terms of votes as of 31 December. Furthermore, an instruction and charter for the Nomination Committee was adopted.

Resolution on guidelines for remuneration to senior executives

The annual general meeting resolved in accordance with the proposal from the board of directors to adopt guidelines for remuneration to senior executives.

Resolution on amendment of the Articles of Association

The annual general meeting resolved in accordance with the proposal from the board of directors to amend § 1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn” and § 6 so that the composition of the board no longer includes deputies. It was furthermore resolved to make an editorial amendment of § 9 and to amend § 12 due to a name change of the act to which § 12 refers to.

Resolution on implementation of a long-term incentive program

The annual general meeting resolved in accordance with the proposal from the board of directors to implement a long-term incentive program for the company’s CBDO and COO based on issue of warrants. 

The incentive program comprises a maximum of 150,000 warrants. Each warrant entitles the right to subscribe for one new share in the company at a subscription price per share corresponding to 200 per cent of the volume weighted average price according to Spotlight Stock Market’s official price list for shares in the company during the ten trading days that follows immediately after the publication of the company’s interim report for April – June 2023. The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula. Subscription of shares by virtue of the warrants may be effected from and including 1 June 2028 to and including 30 June 2028.

In case all warrants issued in connection with the incentive program are exercised for subscription of new shares, a total of 150,000 new shares will be issued, which corresponds to a dilution of approximately 0.51 per cent of the company’s share capital and votes.

Lund on 17 August 2023

EQL Pharma AB (publ)