Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Small Cap Stockholm |
Sektor | Hälsovård |
Industri | Bioteknik |
Today, on Wednesday June 11, 2025, IRLAB Therapeutics AB held its Annual General Meeting.
The following main resolutions were made upon at the Annual General Meeting.
Adoption of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet
The Annual General Meeting adopted the income statement and the consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2024.
Disposition of the company’s results
The disposition of the company’s results proposed by the board of directors was adopted by the Annual General Meeting. This means that the funds available to the Annual General Meeting, totaling SEK 367,894,221,shall be carried forward in full and that no dividend shall be paid for the past financial year.
Resolution on discharge of liability
The Annual General Meeting resolved on discharge of liability for the members of the board of directors and the managing director for the financial year 2024.
Election of Board members and auditor
Carola Lemne, Christer Nordstedt, Gunnar Olsson, Rein Piir and Veronica Wallin were re-elected as board members. Carola Lemne was re-elected as Chair of the board of directors.
The Annual General Meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB (PwC) as auditor for the period until the close of the next Annual General Meeting.
Remuneration of the board of directors and the auditor
The Annual General Meeting resolved on the following remuneration to the board of directors for the period until the next Annual General Meeting, with the stipulation that the remuneration, at the initiative of the board, shall be reduced by 50 percent of the remuneration levels specified on an annual basis below until the day the Condition (as defined below) has been fulfilled, after which the remuneration for the remaining period until the Annual General Meeting 2026 shall be paid at 100 percent of the specified remuneration on an annual basis. The "Condition" refers to the Company receiving payments from partners, licensees, or equivalent totaling at least 200,000,000 SEK during the period starting the day after the Annual General Meeting 2025 and ending on the day of the Annual General Meeting 2026.
Resolved remuneration (on an annual basis):
550,000 SEK to the Chair of the board of directors and 265,000 SEK to each of the other board members, reduced by 50 percent until the Condition has been fulfilled,
85,000 SEK to the Chair of the board’s audit committee and 55,000 SEK to each of the other members of the audit committee, reduced by 50 percent until the Condition has been fulfilled, and
50,000 SEK to the Chair of the board’s remuneration committee and 30,000 SEK to each of the other members of the remuneration committee, reduced by 50 percent until the Condition has been fulfilled.
It was resolved that fees to the auditor shall be paid in accordance with invoices approved by the company.
Remuneration report
The Annual General Meeting resolved to approve the board of directors’ remuneration report for 2024. The remuneration report provides an overview of how the Guidelines have been implemented during 2024. The remuneration report also includes information regarding the remuneration to the company’s CEO and a summary of the company’s outstanding incentive programs. There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2024.
The remuneration report for 2024 is available on the company’s website (www.irlab.se)
Resolution regarding authorisation for the board of directors to resolve on new issue of shares and/or warrants and/or convertibles with preferential rights
The Annual General Meeting authorized the board of directors to, on one or several occasions during the period until the next Annual General Meeting, resolve on new issue of shares of series A and/or warrants with rights to subscribe for shares of series A and/or convertibles entitling to conversion into shares of series A, with preferential rights for the Company's shareholders, for payment in cash and/or with terms regarding issue in kind, payment by set-off, or otherwise with terms
The issues shall be made at a market-based subscription price determined by the board of directors in consultation with the company's potential financial advisors, taking into account any applicable market-based issuance discount.
The number of shares that may be issued, the number of shares that may be subscribed for based on warrants, and the number of shares that convertibles may entitle conversion into, under the authorisation, shall collectively not exceed the number within the limits of the articles of association for share capital and number of shares. This would, if the authorisation is fully utilised within the currently allowed number of shares, correspond to a reduced ownership share for non-participating shareholders (dilution) amounting to approximately 48 percent.
For the avoidance of doubt, the authorisation may only be used for issuances that occur with preferential rights for the Company's shareholders, i.e., so-called preferential issuance.
Resolution regarding authorisation for the board of directors to resolve on directed new issue of shares and/or warrants and/or convertibles
The Annual General Meeting authorised the board of directors to, on one or several occasions during the period until the next Annual General Meeting, resolve on directed new issue of shares of series A and/or warrants with rights to subscribe for shares of series A and/or convertibles entitling to conversion into shares of series A for payment in cash and/or with terms regarding issue in kind, payment by set-off, or otherwise with terms.
The issues shall be made at a market-based subscription price determined by the board of directors in consultation with the company's potential financial advisors, taking into account any applicable market-based issuance discount.
The number of shares that may be issued, the number of shares that may be subscribed for based on warrants, and the number of shares that convertibles may entitle conversion into, under the authorisation, shall collectively amount to a maximum of 5,763,156 new shares, corresponding to a reduced ownership share for non-participating shareholders (dilution) amounting to approximately ten (10) percent as of the date. However, the number of shares must not exceed the limits established in the articles of association at the time of utilising the authorisation.
For the avoidance of doubt, the authorisation may not be used for directed issuances to the board or employees of the company or its subsidiaries.
Minutes and complete resolutions
The minutes from the annual general meeting, including the complete resolutions, will be available on the company’s website (www.irlab.se).