At the Annual General Meeting in Vivesto AB ("Vivesto" or the "company") held on 23 May 2024, 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 2023.
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 2023.
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 new 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 guidelines for remuneration to senior executives
It was resolved to adopt new guidelines for remuneration to senior executives. The guidelines replace the guidelines adopted by the Annual General Meeting 2020 and are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2024.
In relation to the guidelines adopted by the Annual General Meeting 2020, the new guidelines implies the following significant changes: (i) introduction of a possibility to award additional cash remuneration in extraordinary circumstances, (ii) introduction of a possibility to pay remuneration for non-compete undertakings, and (iii) an adjustment of the provision regarding remuneration to a member of the Board of Directors for services carried out in addition to the Board assignment, where the limitation of the consultancy fees in relation to the directors' fees is replaced by a requirement that such consultancy fees shall be in line with market terms and relate to the benefit for the company.
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, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders' preferential rights. The total number of shares that are issued by support of the authorization, including shares that may be issued after exercise of warrants or conversion of convertible instruments issued by support of the authorization, may correspond to at most 20 percent of the total number of shares in the company at the time of the Annual General Meeting. 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 done at a subscription price equal to the quota value of the share.
For further information:
Erik Kinnman, Chief Executive Officer
Phone: 018-50 54 40
E-mail: IR@vivesto.com
About Vivesto AB
Vivesto is a Swedish development company that aims to offer new treatment options for hard-to-treat cancers where there are major medical needs and significant market potential. The project portfolio consists of Cantrixil and Docetaxel micellar, which are being developed for blood cancer and prostate cancer, respectively, and the veterinary oncology program Paccal Vet (paclitaxel micellar), which is being evaluated in a pilot clinical trial in dogs with splenic hemangiosarcoma following splenectomy. Vivesto's shares are traded on Nasdaq Stockholm (ticker: VIVE). Visit www.vivesto.com for more information about Vivesto.
