Bifogade filer
Announcement from the annual general meeting in Acarix AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The annual general meeting 2025 (the "AGM") of Acarix AB ("Acarix" or the "Company") was held today on 13 May 2025 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 2024.
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 1,400,000) previous year):
- SEK 500,000 to the chair and SEK 300,000 to the other directors; and
- no remuneration shall be paid for participation in committees.
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, Ken Nelson and Dr. Tony Das and to elect Jan Poulsen as new directors. Jan Poulsen was 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 main responsible auditor.
Nomination committee for the 2026 annual general meeting
The AGM resolved that the Company shall have a nomination committee for the annual general meeting to be held in 2026. The nomination committee shall consist of three members, of whom two shall be nominated by the Company's two largest shareholders with respect to voting power and the third shall be the chair of the board. The chair of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the two owner-registered largest shareholders, with respect to votes.
Amendment of the articles of association
The AGM resolved to amend the articles of association by changing the limits for share capital and the number of shares. The share capital shall not be less than SEK 11,000,000 and not more than SEK 44,000,000. The number of shares shall not be less than 1,100,000,000 and not more than 4,400,000,000.
Employee stock option program
The AGM resolved to introduce two employee stock option programs; employee stock option program 2025/2029 for executive management and employee stock option program 2025/2028 to the Company's CEO through directed issues of warrants to the Company and approval of transfer of warrants and shares in the Company to participants in the respective employee stock option programs. The employee stock option program 2025/2029 comprises a maximum of 20,000,000 employee stock options and the employee stock option program 2025/2028 comprises a maximum of 20,000,000 employee stock options.
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.
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.