Bulletin from the annual general meeting in NeoDynamics AB (publ)
The annual general meeting in NeoDynamics AB (publ) was held on 23 May 2023 at the company’s premises on Lejonvägen 14, Lidingö, whereby the shareholders primarily resolved on the following matters.
Annual report and result
The annual report and the auditor's report for the financial year 2022 were presented and the income statement and balance sheet included in the annual report were adopted.
It was resolved to not pay any dividends and that the company’s result shall be retained in the business.
Discharge from liability
The annual general meeting resolved to grant each of the members of the board of directors and the CEO discharge from liability in respect of the company for the financial year 2022.
Remuneration
It was resolved that remuneration shall be paid with SEK 200,000 to the chairman of the board, and with SEK 125,000 to each other member of the board.
It was further resolved that remuneration shall be paid to the auditor in accordance with approved invoice.
Board of directors
The annual general meeting resolved that the board shall consist of four (4) ordinary members without deputy members.
It was resolved to reelect Carina Bolin, Claes Pettersson, Ingrid Salén and Matthew E. Colpoys, Jr. as board members for the period until the end of the next annual general meeting. Ingrid Salén was reelected as chairman of the board.
Auditor
The annual general meeting resolved that one auditor, without deputy auditors, shall be appointed.
It was resolved to elect Ernst & Young AB (EY) as auditor, with Jakob Wojcik as principal auditor, for the period until the end of the next annual general meeting.
NeoDynamics AB 2023 Stock Option Plan, directed issue of warrants and approval of transfer
The annual general meeting resolved in accordance with the board of directors’ proposal to establish an employee stock option program intended for senior executives, employees and consultants with US tax residency. The employee stock option program shall comprise of not more than 1,700,000 shares.
To enable the company’s delivery of shares under the employee stock option program, the annual general meeting resolved on a directed issue of not more than 1,700,000 warrants. The right to subscribe for the warrants vests with NeoDynamics.
The annual general meeting further resolved to approve the transfer of warrants or shares in the Company to participants in the employee stock option program.
Detailed contents of the resolutions are stated in the notice convening the general meeting and the board of directors’ full proposal.
Authorizations
Rights issue
The annual general meeting resolved to authorize the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to resolve on issues of shares, warrants and/or convertible instruments. The board of directors shall be able to resolve on issues of shares, warrants and/or convertible instruments. Any such issue shall be with preferential rights for the shareholders.
Directed issue(s)
Finally, the annual general meeting resolved to authorize the board of directors to, on one or several occasions during the period up to the next annual general meeting, increase the Company’s share capital through issues of new shares, warrants and/or convertible instruments, with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions. The board of directors shall not be able to make decisions that mean that the amount by which the share capital is increased corresponds to more than fifty (50) percent of the total share capital in the Company when the authorization is utilized for the first time.
