Annual report and results

The annual general meeting adopted the income statement and the balance sheet for the financial year 2021 and resolved, in accordance with the board of directors’ proposal, that the result according to the approved income statement should be transferred to a new account. No dividends are to be paid.

Discharge from liability

The general meeting granted the members of the board of directors and the managing director discharge from liability for the management of the Company’s business for the financial year 2022.

Remuneration to the board of directors and the auditor

The annual general meeting resolved that the chairman shall receive remuneration with SEK 450,000 and that every other board member shall receive remuneration with SEK 210,000. Furthermore, it was resolved that no remuneration shall be paid to a board member who during 2022 has received payments from the Company for consulting services exceeding twice the remuneration amount.

The annual general meeting resolved that the auditor shall receive remuneration according to approved invoice.

Election of board of directors and auditor

The annual general meeting resolved that the board of directors shall consist of six (6) directors without any deputy directors.

The general meeting resolved, for the time until the end of the next annual general meeting, to re-elect Adam Dahlberg, Sorin Brull, Eva Walde, Laura Piccinini, Jenny E Freeman and Göran Brorsson as members of the board of directors. Adam Dahlberg was elected as the chairman of the board of directors.

It was resolved to re-elect PricewaterhouseCoopers AB as auditor, with Lars Kylberg as chief auditor, for the time until the end of the next annual general meeting.

Nomination committee for the annual general meeting 2024

The annual general meeting resolved that the Company, in advance of the annual general meeting in 2024, shall establish a nomination committee. It was resolved that the members of the nomination committee shall be appointed by instruction from the chairman of the board of directors to the three largest shareholders in the Company on 1 September 2023 to appoint a representative each that, together with the chairman of the board of directors, shall constitute the nomination committee.

Adoption of guidelines for remuneration to the senior management

The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt new guidelines for remuneration to the senior management.

Extension of employee stock option programs

The board’s proposal on extension of employee stock option programs obtained approximately 87 per cent of the votes which is less than the required nine tenths majority.

Authorization to the board of directors to resolve on new issues

Authorization for remaining issues to sellers of Respiratory Motion

The board of directors proposes that the general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company’s share capital with maximum SEK 821,557.875 by an issue of maximum 6,572,463 shares. The board of directors shall be entitled to resolve on issues of shares with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off.

This authorization may only be used to issue shares to the sellers of the company Respiratory Motion, Inc (in accordance with agreements entered into by the Company regarding the acquisition of the company). The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, something which shall, however, take place in accordance with agreements entered into by the Company.

The reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to fulfill concluded agreements on the acquisition of Respiratory Motion, Inc.

This authorization is a special authorization related to the acquisition mentioned above and shall not affect the general authorization as described below.

Authorization for other issues

The annual general meeting authorized the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to resolve on issues of shares, warrants and/or convertible instruments. The board of directors shall be able to resolve on issues of shares, warrants and/ or convertible instruments with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off or other conditions.

In case of issues carried out with deviation from the shareholders’ preferential rights (directed issues), the board of directors shall not be able to make decisions that mean that the amount by which the share capital is increased corresponds to more than twenty (20) percent of the total share capital in the Company when the authorization is utilized for the first time for a directed issue.