Bifogade filer
Report from Annual General Meeting in Vivesto AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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At the Annual General Meeting in Vivesto AB (“Vivesto” or the “company”) held on 7 May 2026, the following resolutions were passed. All resolutions were in accordance with the proposals, described in detail in the general meeting documents which are available at the company’s website, www.vivesto.com.
Adoption of the income statement and balance sheet
It was resolved to adopt the income statement and balance sheet for the financial year 2025.
Resolution on dispositions in respect of the company’s result
It was resolved that no dividend is paid and that available profits are carried forward.
Resolution on discharge from liability
It was resolved to discharge all members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2025.
Election of Board of Directors and auditor
It was resolved that the number of members of the Board of Directors shall be four, without deputies. It was resolved on re-election of Hege Hellström, Pål Ryfors, Roger Tell and Peter Zonabend as members of the Board of Directors for the period until the end of the next Annual General Meeting.
It was resolved to re-elect Peter Zonabend as Chairman of the Board.
It was resolved that one registered accounting firm be elected as auditor, without deputies. It was resolved to re-elect the registered accounting firm Grant Thornton Sweden AB as the company’s auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Therese Utengen will be appointed auditor in charge.
Resolution on fees to the members of the Board of Directors and the auditor
It was resolved that the fees to the members of the Board of Directors shall be distributed as follows:
- SEK 500,000 to the Chairman of the Board and SEK 250,000 to each of the other Board members elected by the Annual General Meeting who are not employed by the company, and
- SEK 50,000 to the Chairman of the Audit Committee and SEK 25,000 to each of the other members of the Audit Committee, and SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.
It was resolved that the auditor’s fees shall be paid as per approved invoice.
Resolution on approval of remuneration report
It was resolved to approve the Board of Directors’ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on amendments of the articles of association and reverse share split
In order to achieve an appropriate number of shares for the company, it was resolved on a reverse share split, whereby the number of shares in the company is reduced by consolidating one hundred (100) shares into one (1) share (reverse share split 1:100). Through the reverse share split, the number of shares in the company will decrease from 1,107,136,910 to 11,071,369.
The Board of Directors was authorised to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to otherwise take such measures as may be required for the implementation of the reverse share split.
If a shareholder’s holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by 100, the excess shares will pass to the company on the record date for the reverse share split. The excess shares will thereafter be sold by a securities institution engaged by the company, whereby concerned shareholders will receive their share of the sales proceeds.
In connection with the determination of the record date for the reverse share split, the Board of Directors shall publish the resolution on the determination of the record date as well as further information regarding the procedure for the reverse share split.
In order to enable the reverse share split, the Annual General Meeting resolved to amend the limits for the number of shares in the articles of association from not less than 900,000,000 and not more than 3,600,000,000 to not less than 10,000,000 and not more than 40,000,000.
Resolution on amendments of the articles of association and reduction of the share capital without redemption of shares
It was resolved to reduce the company’s share capital by SEK 99,642,322, from SEK 110,713,691 to SEK 11,071,369. The purpose of the reduction is allocation to unrestricted equity. The reduction shall be effected without redemption of shares, whereby the quota value per share, taking into account the reverse share split resolved by the Annual General Meeting as described above, shall be changed from approximately SEK 10 to SEK 1.
In order to implement the resolution regarding reduction of the share capital for allocation to unrestricted equity, permission from the Swedish Companies Registration Office or a court of general jurisdiction is required.
In order to enable the reduction of the share capital, the Annual General Meeting resolved to amend the limits for the share capital in the articles of association. The limits for the share capital were amended from not less than SEK 90,000,000 and not more than SEK 360,000,000 to not less than SEK 10,000,000 and not more than SEK 40,000,000.
Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
It was resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting and within the limits of the Articles of Association in force at the time, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the company’s financial flexibility and the Board’s room for maneuver to raise capital in a time- and cost-effective manner and/or complement the shareholder base with new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be carried out at a subscription price equal to the quota value of the share.