BULLETIN FROM THE ANNUAL GENERAL MEETING ON 19 JUNE 2024 IN IMMUNOVIA AB (PUBL)
Resolution on the adoption of the accounts and allocation of result
The annual general meeting resolved to adopt the profit and loss account and balance sheet and the consolidated profit and loss statement and consolidated balance sheet. The annual general meeting also resolved to allocate the company's result in accordance with the board's proposal, which means that no dividend will be paid, and that available funds of
Discharge from liability of the members of the board of directors and the CEO
The annual general meeting decided to discharge the members of the board of directors and the CEO from liability for the financial year 2023.
Election and remuneration of the board of directors and auditor
The annual general meeting resolved in accordance with the Nomination Committee's proposal to re-elect Peter Høngaard Andersen,
The annual general meeting further resolved that board fees shall be paid with
Finally, the annual general meeting resolved to re-elect the authorized public accountant Mats-Åke Andersson,
Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the remuneration report of the board of directors for the financial year 2023.
Resolution on guidelines for remuneration of senior executives
The annual general meeting resolved in accordance with the board's proposal to adopt new guidelines for remuneration to senior executives.
Resolution on reduction of the share capital
The annual general meeting resolved in accordance with the board's proposal to reduce the company's share capital by
The resolution to reduce the share capital is conditional upon the Rights Issue (see definition below) being subscribed to such an extent that the share capital after the Rights Issue amounts to at least
Resolution to amend the Articles of Association
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the Articles of Association by adopting new limits for the share capital and the number of shares in the company. The limits that will finally be registered with the Swedish Companies Registration Office will depend on the number of shares subscribed and paid for in the Rights Issue (see definition below).
Resolution on approval of the board of directors' resolution on a rights issue of units
The annual general meeting resolved in accordance with the board of directors' proposal to approve the board of directors' resolution of
Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who are registered as shareholders on the record date
The board of directors, or a person appointed by the board of directors, is authorized to, no later than five weekdays prior to the record date, determine the maximum amount by which the company's share capital shall be increased, the maximum number of new shares and TO 2 and TO 3, respectively, and consequently the number of units, that shall be issued, the number of existing shares that shall entitle to subscription of a certain number of units and the amount that shall be paid for each unit in the Rights Issue.
One (1) TO 2 entitles the holder to subscribe for one (1) new share in the company during the period from and including
One (1) TO 3 entitles the holder to subscribe for one (1) new share in the company during the period from and including
Resolution on authorization for the board of directors to resolve to issue shares and warrants to guarantors.
The annual general meeting resolved, in accordance with the board of directors' proposal, in order to enable the issue of units consisting of shares and warrants as guarantee compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the Rights Issue, to authorize the board of directors, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders' preferential rights and with or without provisions regarding set-off or other conditions, to resolve on the issue of shares and warrants to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the units shall be the same as in the Rights Issue, meaning that each unit shall consist of two (2) shares, two TO 2 and one TO 3 , however, the subscription price per unit shall correspond to the volume-weighted average share price of the company's share on Nasdaq Stockholm during the subscription period in the Rights Issue, multiplied by two (2), but never never lower than the subscription price in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out an issue of units as compensation to the Guarantors. The total number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation to be paid by the company to the Guarantors.
Resolution on authorization for the board of directors to resolve on new issue of shares
The annual general meeting resolved in accordance with the board's proposal to authorize the board to resolve, on one or several occasions before the next annual general meeting, on an issue of shares. Such an issue may entail deviation from the shareholders' preferential rights to subscribe for new shares and also entail that payment for the new shares may be made in cash or by consideration in kind. The issue may result in an aggregate increase in the share capital corresponding to the issue of a maximum of 20% of the number of shares outstanding in the company at the time of the first issue decision made based on the authorization.
The new shares shall, in the event of a deviation from the shareholders' pre-emption rights, be issued at a subscription price based on the share price at the time of the issue, decreased by any discount in line with market practice that the board deems necessary. The purpose of the authorization is to enable the board of directors to develop the company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements.
For more information, please contact:
CEO and President
jeff.borcherding@immunovia.com
Karin Almqvist Liwendahl
Chief Financial Officer
karin.almqvist.liwendahl@immunovia.com
+46 709 11 56 08
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