Annual report and results

The annual general meeting adopted the income statement and the balance sheet for the financial year 2024 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 2024.

Remuneration to the board of directors and the auditor

The annual general meeting resolved that the remuneration to the board of directors shall be SEK 1,100,000 to the chairman, SEK 375,000 to the vice chairman, SEK 550,000 to the other members of the board, and SEK 275,000 to members who are not independent from the Segulah group. In accordance with the proposal presented, directors who are independent of the Craafoord family and the Segulah group are encouraged to invest 50 percent of the remuneration (after tax) in shares in the Company by purchasing shares on the market.

The annual general meeting resolved that no board remuneration shall be paid to a board member who during the fiscal year 2025 receives consultancy fees from the Company exceeding a total amount equivalent to twice the cash board remuneration resolved at this annual general meeting.

Furthermore, the annual general meeting resolved that remuneration shall be paid to the audit committee with SEK 75,000 to the chairman and SEK 37,500 to the other members, to the remuneration committee with SEK 50,000 to the chairman and SEK 25,000 to the other members, and to the R&D committee with SEK 50,000 to the chairman and SEK 25,000 to the other members.

The annual general meeting resolved that remuneration to the auditor would be paid according to approved invoices.

Election of board of directors and auditor

The annual general meeting resolved that the board of directors should 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 Per Wold-Olsen, Adam Dahlberg, Sorin Brull, Göran Brorsson and Lars Axelsson and elect Ann Costello as members of the board of directors. Per Wold-Olsen was re-elected as the chairman of the board of director and Adam Dahlberg was re-elected as vice chairman.

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

Nomination committee for the annual general meeting 2026

The annual general meeting resolved that the Company, in advance of the annual general meeting in 2026, shall establish a nomination committee. 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 2025 to appoint a representative each.

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.

Articles of association

The annual general meeting resolved to amend the articles of association by adjusting the limits for the share capital and the number of shares.

Adoption of incentive program 2025/2029
The annual general meeting resolved, in accordance with the board’s proposal, to introduce an employee stock option program 2025/2029 for employees and key individuals in the Company or the Company’s group through a directed issue of warrants to the Company and approval of the transfer of warrants and shares in the company to participants in the employee stock option program. The employee stock option program 2025/2029 includes a maximum of 1,650,000 employee stock options.

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 increase the Company’s share capital with no more than twenty (20) percent of the total share capital in the Company when the authorization is utilized for the first time. 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 as referred to in the Swedish Companies act.

The board of directors shall have the right to determine the terms and conditions for issues under this authorization and who shall have the right to subscribe for the instruments issued. The terms shall be in accordance with market terms.

It was noted, however, that the proposal for a shareholder program for the board of directors, presented in the notice did not receive the required majority (nine-tenths of both the votes cast and the shares represented at the meeting), resulting in the proposal not being adopted.