Bulletin from the Annual General Meeting of Dignitana AB (publ)
The following resolutions were passed at the Annual General Meeting (the “AGM”) of Dignitana AB (publ) (the “Company”) on 25 May 2023 in Malmö.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2022 as well as the balance sheet and consolidated balance sheet as of 31 December 2022. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2022.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2022 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 Klas Arildsson, William Cronin, Richard DiIorio, Lina Karlsson, Christian Lindgren and Ljubo Mrnjavac as board members. Klas Arildsson was re-elected as the chairman of the Board of Directors. The AGM re-elected the audit firm Öhrlings PricewaterhouseCoopers 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, on principles for appointing the Nomination Committee.
Authorization to issue new shares, warrants or convertibles
The AGM resolved to authorize the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization shall be limited to 10 percent of the outstanding shares as per the date of the notice for the AGM.
Furthermore, the AGM resolved to authorize the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with deviation from shareholders' pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization shall be limited to 10 percent of the outstanding shares as per the date of the notice for the AGM. A new issue adopted in virtue of the authorization, shall be carried out with a view to broadening the ownership, procuring or facilitating the procurement of working capital and/or making company acquisitions, or procuring or facilitating the procurement of capital for company acquisitions and/or broadening the ownership of the Company.
Amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association. The amendment was made in order to change the limits for the amount of share capital as well as the number of shares.
Incentive program
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive program to the Company’s employees in Sweden consisting of warrants. In short, the incentive program includes an issue of not more than 1,050,000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period from and including 26 May 2026 up to and including 6 June 2026.
Furthermore, the AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive program to the Company’s employees in USA consisting of warrants. In short, the incentive program includes an issue of not more than 750,000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period from and including 26 May 2026 up to and including 6 June 2026.
