Announcement from Acarix's annual general meeting
Announcement from Acarix's annual general meeting
The annual general meeting 2021 ("AGM") of Acarix AB ("Acarix" or the "Company") was held today on 11 May 2021 and the following resolutions were passed by the meeting. Due to the ongoing corona pandemic, the AGM was carried out through postal voting only, without physical presence.
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 CEO were discharged from liability for the financial year 2020.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal that the board of directors shall comprise four directors and no deputy directors. The AGM further resolved that the number of auditors shall be one registered audit firm.
It was further resolved, in accordance with the nomination committee's proposal that the remuneration to the board of directors would amount to SEK 1,000,000 in total (EUR 170,000 previous year) and shall be paid to the board of directors and the members of the established committees as follows:
- SEK 400,000 (EUR 60,000) to the chairman and SEK 200,000 (EUR 20,000) to the other directors; and
- SEK 0 (EUR 5,000) to the chair of the audit and remuneration committee and the other members of the committees, respectively.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
In accordance with the nomination committee's proposal Marlou Janssen-Counotte and Ulf Rosén were re-elected as directors of the board. Fredrik Buch and Philip Siberg were elected as new directors. Philip Siberg was elected as new chairman of the board. Johanne Braendgaard, Werner Braun, Anders Jakobson and Paolo Raffaelli did not run for re-election.
Öhrlings PricewaterhouseCoopers AB was re-elected as the Company auditor. Öhrlings PricewaterhouseCoopers has announced that Cecilia Andrén Dorselius will continue to act as main responsible auditor.
Principles for the nomination committee
It was resolved to adopt principles for the appointment of a nomination committee in accordance with the nomination committee's proposal (unchanged from previous year).
Guidelines for remuneration to the senior executives
The AGM resolved, in accordance with the board of directors proposal, to adopt guidelines for remuneration to senior executives (unchanged from previous year).
Authorization for the board to issue shares, convertibles and/or warrants
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 20 percent of the total number of shares in the Company at the time of the AGM, 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 under the authorization shall be made on customary terms and conditions based on current market conditions
Changes of the articles of association
The AGM resolved, in accordance with the board of directors' proposal, to change the articles of association's limits for share capital and number of shares. It was resolved that the share capital shall not be less than SEK 1,410,000 and not more than SEK 5,640,000 and the number of shares shall not be less than 141,000,000 and not more than 564,000,000.
It was also resolved to introduce the possibility for postal voting and collection of proxies.
Warrant based incentive program for directors of the board
The AGM resolved, in accordance with the shareholder Puhua Jingxin's proposal, to issue a maximum of 2,000,000 warrants, with deviation from the shareholders preferential rights, which may result in a maximum increase in the Company’s share capital of SEK 20,000 The warrants shall entitle to subscription of new shares in the Company.
The right to acquire the warrants shall be entitled to the four directors at a price equal to the warrant's market value. The purpose of the proposed program and the reason for the deviation from the shareholders’ preferential rights, is to offer the mentioned directors of the board a possibility to take part in a value growth in the Company's share, which is expected to increase the long-term commitment to the Company’s operation and earnings development and to raise the motivation and sense of belonging with the Company. The proposer considers that the program may have a positive impact on the Company’s continued development to the benefit of the Company and its shareholders.
The subscription price per share shall be determined to 150 percent of the volume weighted average price at Nasdaq First North Premier Growth Market during the period from 11 May 2021 up to and including 26 May 2021.
The warrants may be exercised for subscription of shares during the period from 1 June 2025 up to and including 1 August 2025.
The maximum dilution effect of the incentive program amounts to a maximum of approximately 1.40 percent of the total number of shares and votes in the Company, assuming full subscription, acquisition and exercise of all offered warrants.
For further details regarding the resolutions set out above, refer to the complete proposal in the notice and the annual report and the nomination committee's proposals available at the Company's website, www.acarix.com.
For further information, please contact:
Per Persson, CEO, E-mail: firstname.lastname@example.org, Phone: +46 73 600 59 90
The information was provided, through the agency of the above contact person, for publication at the time specified by the company's news distributor, GlobeNewswire.
Acarix was established in 2009 and is listed on Nasdaq First North Premier Growth Market (ticker: ACARIX). Acarix’s CADScor®System uses an advanced sensor placed on the skin above the heart to listen to the sounds of cardiac contraction movement and turbulent flow. It has been designed to be an all-in-one system in the sense that the heart signal will be recorded, processed, and displayed as a patient specific score, the CAD-score, on the device screen. Readout is obtained in less than 10 minutes. Safe and suitable for use in both out- and inpatient settings, the CADScor®System thus has the potential to play a major role in patient triage, avoiding the need for many patients to undergo stressful invasive diagnostic procedures. Redeye AB (+46 (0)8 121 576 90, email@example.com) is Certified Adviser to Acarix. For more information, please visit www.acarix.com
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