Bulletin from Annual General Meeting of Enzymatica AB (publ) on 5 May 2021
Enzymatica AB (publ) (the “Company”) held its annual general meeting on 5 May 2021. In order to prevent the spread of the virus causing covid-19, the annual general meeting was carried out solely through postal voting, without any physical presence. At the annual general meeting, the following resolutions were made.
Income statements and balance sheets
The general meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the fiscal year of 2020.
Disposition of the Company’s profit or loss
The general meeting resolved, in accordance with the board of directors’ proposal, that no dividend is paid for the fiscal year 2020 and that the Company’s funds available for distribution is carried forward.
Discharge from liability
The general meeting resolved to grant discharge from liability to all persons who have had the position of board member or CEO in the Company during 2020.
Election of members of the board of directors and auditors
The general meeting resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of six (6) ordinary members without deputies until the end of the next annual general meeting and that a registered auditing company is appointed as auditor until the end of the next annual general meeting.
Bengt Baron, Guðmundur Pálmason, Mats Andersson, Louise Nicolin and Fredrik Lindberg were, in accordance with the nomination committee’s proposal, re-elected as members of the board. Helene Willberg was, in accordance with the nomination committee’s proposal, elected as a new member of the board. Bengt Baron was, in accordance with the nomination committee’s proposal, re-elected as chairman of the board.
The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the registered auditing company Deloitte AB. Deloitte AB has informed that Jeanette Roosberg will be the auditor-in-charge.
Determination of remuneration for the members of the board of directors and the auditors
The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1,625,000, of which SEK 500,000 is remuneration for the chairman of the board of directors and SEK 225,000 to every other member of the board of directors who are not employed by the Company. Furthermore, the general meeting resolved, in accordance with the nomination committee’s proposal, that the remuneration for work in the audit committee shall be paid with SEK 175,000 to the chairman of the audit committee and with SEK 50,000 to every other member, and that no remuneration shall be paid for work in the remuneration committee.
The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid according to approved invoice.
Directed issue of warrants and approval of transfer of warrants
The general meeting resolved, in accordance with the board’s proposal, to implement an incentive program for senior executives and key personnel in the group (“Warrants Program 2021/2024”) by (A) directed issue of warrants with deviation from the shareholder’s preferential rights to Enzymatica Care AB and (B) approval of transfer of warrants to employees and consultants in the Company, or a Company within the group in which the Company is the parent Company.
The Warrants Program 2021/2024 entails an issue of 1,000,000 warrants directed to the Company’s wholly owned subsidiary Enzymatica Care AB to be transferred to employees and consultants in the Company, or a Company within the group in which the Company is the parent company. Transfer shall be made against cash consideration which shall correspond to the market value of the warrant and first allotment is scheduled to May 2021. Allotment shall be made in accordance with the allocation set out in the board of director’s proposal. Subscription of shares by virtue of the warrants may be effected during the period as from 15 May 2024 up to and including 30 September 2024. The subscription price per share shall correspond to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the Company during the period as from and including 6 May 2021 to and including 19 May 2021. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden). The maximum dilution due to the program is approximately 0.70 per cent.
Authorisation for the board of directors to issue new shares
The general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, until the next annual general meeting, on one or more occasions, resolve to increase the Company’s share capital by issue of no more than shares corresponding to ten (10) per cent of the total number of shares in the Company at the time of the meeting’s decision of authorisation. The board of directors may deviate from the shareholders’ preferential rights. The reason for the board of directors’ authorisation to deviate from the shareholders’ preferential rights is to enable the Company to raise new capital and to take advantage of future opportunities to attract new long-term owners, and to finance the Company’s growth strategy. The authorisation also includes the right to decide on payment for the issued shares by set-off, in kind or with other conditions as referred in Chapter 13 Section 5 item 6 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). The subscription price shall, at deviation from the shareholders' preferential right, be determined in accordance with market practice.
Amendments to the articles of association
The general meeting resolved to approve the board of directors’ proposal to amend the articles of association. The resolution entails that the articles’ are supplemented with terms that make it possible for the board of directors to collect power of attorneys and that the board of directors may decide that the shareholders shall be able to exercise their voting right by post before a general meeting. Furthermore, the resolution entails a number of amendments due to legislative changes and certain editorial amendments.
For more detailed information regarding the content of the resolutions, please refer to the press release published on 31 March 2021 and the complete notice of the annual general meeting. The notice of the annual general meeting and complete proposals regarding the resolutions of the annual general meeting are available on the Company’s website, www.enzymatica.se.
For more information please contact:
Therese Filmersson, acting CEO and CFO, Enzymatica AB
Phone: +46 (0)708-40 72 24 | Email: therese.filmersson@enzymatica.com
Carl-Johan Wachtmeister, Communication manager Enzymatica AB
Phone: +46 (0)701-88 50 21 | Email: carl-johan.wachtmeister@enzymatica.com
About Enzymatica AB
Enzymatica AB is a Swedish life science company that develops and sells health care products for primarily conditions of the ear-nose-and-throat region. The products are based on a barrier technology that includes marine enzymes. The company’s first product is the medical device ColdZyme®, a mouth spray against common cold. The product has been launched in about 30 markets on 3 continents. The strategy is to continue to grow by developing more health care products and strengthening the company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarters in Lund and is listed on Nasdaq First North Growth Market. For more information, visit: www.enzymatica.com and www.enzymatica.se/en/section/media/press-releases
Enzymatica’s certified adviser is Erik Penser Bank.
Phone: +46 (0)8 463 83 00 | Email: certifiedadviser@penser.se