Bulletin from the Annual General Meeting of Asarina Pharma AB (publ)
The following resolutions were passed at the Annual General Meeting (the “AGM”) of Asarina Pharma AB (publ) (“the Company”) on 4 May 20022. The Annual General Meeting was carried out through advance voting (postal voting) only.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2021 as well as the balance sheet and consolidated balance sheet as of 31 December 2021. The members of the Board of Directors and the Managing Director were discharged from liability for the financial year 2021.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2021 and that the results of the company shall be carried forward.
Board of Directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of Paul de Potocki, Erin Gainer and Marianne Kock as board members. Paul de Potocki was re-elected as the Chairman of the Board of Directors. The AGM re-elected the audit firm Ernst & Young AB as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with the nomination committee’s proposal. The AGM furthermore resolved in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
Nomination committee for the next annual general meeting
The AGM resolved, in accordance with the nomination committee’s proposal, that the principles for the appointment of the nomination committee adopted at the AGM 2020 shall continue to apply also for the appointment of the nomination committee ahead of the AGM 2023.
Authorisation to issue new shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on a new issue of shares to Östersjöstiftelsen, for repayment of convertible loan. Issue resolved for this purpose shall, in accordance with the agreement between Östersjöstiftelsen and the Company, take place at a subscription price per share corresponding to 100 percent of the volume-weighted average price (VWAP) for the Company's share over a period of 10 trading days ending the day before the Company's resolution on the issue. The total number of shares that may be issued pursuant to this authorisation shall be limited to 25 percent of the number of shares in the Company as per the date of the AGM 2022.
The AGM also resolved on a general issue authorisation as follows and in accordance with the Board’s proposal. The Board of Directors is authorised to, at one or several occasions and for the period up until the next Annual General Meeting, resolve on new issue of shares, with or without deviation from the shareholders’ pre-emption rights. Such issue resolution may be carried out with or without provisions for contribution in kind, set-off or other conditions. The total number of shares that may be issued pursuant to this authorisation, in the event of an issue of shares with deviation from the shareholders' pre-emption rights, shall be limited to 15 percent of the number of shares in the Company at the time of the AGM 2022. The total number of shares that may be issued in the event of an issue of shares with pre-emption rights for the shareholders shall not be limited in any other way than by the stipulated limits for the share capital and number of shares as set forth in the from time-to-time registered Articles of Association of the Company.
