The annual general meeting 2024 (the "AGM") of Acarix AB ("Acarix" or the "Company") was held today on 14 May 2024 and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Acarix and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.
Discharge from liability
The board of directors and the managing director were discharged from liability for the financial year 2023.
Election of the board of directors and auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall comprise four directors. It was also resolved that the number of auditors shall be one registered audit firm.
It was resolved, in accordance with the nomination committee's proposal, that the remuneration is to be SEK 1,400,000 in total and shall be paid to the board of directors and the members of the established committees as follows (SEK 1,200,000) previous year):
- SEK 500,000 (SEK 400,000) to the chair and SEK 300,000 (SEK 200,000) to the other directors; and
- SEK 0 (SEK 0) to the chair of the audit and remuneration committee, and the other members of the committees respectively.
It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the current directors Marlou Janssen-Counotte and Philip Siberg, and to elect Ken Nelson and Dr. Tony Das as new directors. Philip Siberg was re-elected as chair of the board.
PricewaterhouseCoopers AB was re-elected as the Company's auditor. PricewaterhouseCoopers AB has appointed the authorized auditor Alexander Ståhl as new main responsible auditor.
Authorization for the board to resolve on issuances
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding twenty (20) percent of the total number of shares in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
For detailed terms regarding the resolutions at the AGM as described above, please refer to the notice and the complete proposals which are available on the Company's website, www.acarix.com.
