Bulletin from the annual general meeting on June 14, 2024 in Biosergen AB
Today, on June 14, 2024, the annual general meeting was held in Biosergen AB. A summary of the adopted resolutions follows below. All resolutions were adopted in accordance with the presented proposals, which are described in detail in the notice to the annual general meeting available on the Company’s website, www.biosergen.net.
Resolution on adoption of accounts and allocation of the Company’s profits
The annual general meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual general meeting also resolved to allocate the Company’s result in accordance with the proposal from the board meaning that no dividends are paid for the financial year 2023 and that available funds are carried forward.
The Board of Directors and Auditor
It was resolved to discharge the members of the Board of Directors and the Chief Executive Officer from liability in relation to their management of the Company’s operations during the period covered by the audit report.
It was resolved that the number of members of the Board of Directors appointed by the annual general meeting shall be four. It was resolved that the number of auditors should continue to be one.
For the period until the end of the next annual general meeting, Anna Ljung and Robert Molander were newly elected as members of the Board of Directors, and Marianne Kock and Mattias Klintemar were re-elected as members of the Board of Directors. For the same period, Anna Ljung was appointed as chairperson of the Board of Directors, and Marianne Kock was appointed as deputy chairperson of the Board of Directors.
It was further resolved to, for the period until the end of the next Annual General Meeting, re-elect the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) as auditor. It was noted that the authorized public accountant Johan Engstam would be auditor-in-charge.
Fees to the Board of Directors and the Auditor
It was resolved to approve the fees to the Board of Directors as proposed by the major shareholders, entailing a fee of SEK 400,000 to the chairperson of the Board, SEK 300,000 to the deputy chairperson of the Board, and SEK 200,000 to each of the other Board members who are not employed by the Company.
The annual general meeting further approved the major shareholders’ proposal that the auditor’s fee shall be paid in accordance with customary norms and approved invoice.
Authorization to issue shares etc.
The extraordinary general meeting resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to, during the period until the next annual general meeting, on one or several occasions, with or without preferential rights for the shareholders and with or without conditions on payment in kind, by way of set-off or other conditions, resolve upon the issue of shares, convertibles and/or warrants.
Establishment of a warrant programme for employees and other key persons
It was resolved, in accordance with the Board of Directors’ proposal, to establish a warrant programme for certain employees and other key persons in the Company. It was further resolved, in accordance with the Board of Directors’ proposal, upon a directed issue of not more than 4,236,366 warrants, in order to facilitate the Company’s delivery under the warrant programme.
Establishment of a warrant programme for Board members
It was resolved, in accordance with Östersjöstiftelsen’s proposal, to establish a warrant programme for certain Board members of the Company (excluding any Board members who are also employed by or otherwise engaged by Östersjöstiftelsen). It was further resolved, in accordance with Östersjöstiftelsen’s proposal, upon a directed issue of not more than 1,421,122 warrants, in order to facilitate the Company’s delivery under the warrant programme.
