08:48:12 Europe / Stockholm


2022-05-19 14:50:00

Solna, Sweden, May 19, 2022 – Affibody Medical AB (publ) today held its Annual General Meeting. The following resolutions were adopted.

Adoption of the income statement and the balance sheet; allocation of result
The Annual General Meeting adopted the income statement and balance sheet for the company and for the group in accordance with submitted accounting documents. The Annual General Meeting further resolved to allocate the company’s result in accordance with the board’s proposal, i.e. that the amount at the disposal of the general meeting shall be carried forward in its entirety. The resolution entails that no dividend is paid for the financial year 2021.

Discharge from liability
The Annual General Meeting resolved to discharge the board members and the managing director from liability for the financial year 2021.

Election of board members and resolution on board remuneration
The ordinary board members Robert Burns, Gillian M. Cannon, Jonathan Knowles, Jakob Lindberg, Anders Martin-Löf, José F. Suárez, Camilla Sønderby and Mathias Uhlén were re-elected as board members, all for a term of office extending until the end of the next Annual General Meeting. Robert Burns was re-elected as chairman of the board.

It was resolved that the Board’s remuneration for the time until the next Annual General Meeting shall amount to SEK 500,000 to the chairperson and SEK 250,000 to each of the other directors. In addition, it was resolved that a fee of SEK 100,000 shall be paid to the chairperson of the audit committee. No remuneration will be paid to José F. Suárez.

Auditor and resolution on remuneration to the auditor
The Annual General Meeting resolved to appoint the registered auditing firm Ernst & Young AB to be the auditor of the company for the period until the end of the next annual general meeting. Anna Svanberg will continue as auditor in charge. Fees to the auditor shall be paid against approved invoice.

Nomination committee and guidelines for the work of the nomination committee
The nomination committee’s proposal for principles for and the establishment of the nomination committee in preparation for the annual general meeting in 2023 was approved by the Annual General Meeting. Further, the nomination committee’s proposal to adopt instructions for the work of the nomination committee was approved by the Annual General Meeting.

Remuneration to senior executives
The Annual General Meeting resolved to adopt new guidelines for remuneration to senior executives in accordance with the board’s proposal.

Resolution on regarding introduction of an employee stock option program etc
The Annual General Meeting resolved on the introduction of an employee stock option program 2022/2029. The program comprises not more than 295,000 stock options. Each employee stock option shall entitle the holder to acquire one (1) new share in the company at an exercise price determined by the Board of Directors from time to time. The exercise price shall not be less than 120% of the market value of the company’s share at the time of allotment. Offers of employee stock options shall be decided by the Board of Directors. The stock options may, unless the Board of Directors resolves on a right of subscription prior thereto, be exercised no earlier than three (3) years after the participant signed the option agreement relating to the employee stock options, and no later than 30 May 2029. Issued employee stock options do not constitute securities and may not be transferred, pledged, or otherwise disposed of by the holder. The stock options are tied to the participant's employment in the company.

To enable the delivery of shares under the employee stock option program 2022/2029, it was further resolved on a directed issue of no more than 295,000 warrants. It was finally resolved to authorize the company to transfer warrants or shares to participants in the employee stock option program, or otherwise dispose of the warrants to fulfill the company's obligations arising from the employee stock option program.

Authorization for issues of shares, convertibles, and warrants
It was resolved to authorize the Board of Directors to, on one or several occasions during the period up to the next annual general meeting, increase the company’s share capital through issues of new shares, convertible instruments and/or warrants, with or without deviating from the shareholder’s preferential rights, and with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions.