Alzinova AB (publ) (the "Company") held its Annual General Meeting on 29 May 2024 in Gothenburg. Below is a summary of the resolutions that were passed. All resolutions were passed with the required majority. For more detailed information on the content of the resolutions, reference is made to the notice to the Annual General Meeting, which is available on the Company's website, www.alzinova.com.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2023 as well as the balance sheet as of 31 December 2023. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2023.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for 2023 and that the results of the Company shall be carried forward.
Election and remuneration of the Board of Directors and auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect the following Board members: Julian Aleksov, Anders Blom, Per-Göran Gillberg, Clas Malmeström, Carol Routledge and Anders Waas for the period until the end of the next Annual General Meeting. Furthermore, deputy board member Anders Sandberg was re-elected and Julian Aleksov was re-elected as Chairman of the Board. The accounting firm Ernst & Young Aktiebolag was re-elected as auditor, with Linda Sallander as auditor in charge.
The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee's proposal. The AGM furthermore resolved in accordance with the Nomination Committee's proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
Resolution on the adoption of principles for the appointment of the Nomination Committee and instructions to the Nomination Committee
It was resolved, in accordance with the proposal of the Nomination Committee, that the guidelines for the appointment of the Nomination Committee which were adopted at the 2019 AGM, should be adopted and applied for the Nomination Committee's tasks before the 2025 AGM.
Resolution on directed issue of shares
The AGM resolved, in accordance with the Board's proposal, to increase the Company's share capital with not more than SEK 1,700,174.546 shares through a share issue of not more than 6,464,542 new shares in the Company ("the Compensation Issue").
The right to subscribe for the new shares accrues, with a deviation from the shareholders' pre-emption rights, to the guarantors with whom the Company entered into a guarantee agreement with the aim of securing the rights issue decided by the board on 26 April 2024. The purpose of the Compensation Issue and the reason for the deviation from the shareholders' pre-emption rights is that any guarantee compensation to the guarantors must be able to be paid through a new issue of shares.
Resolution on adoption of changes in the Articles of Association
The AGM resolved, in accordance with the Board of Directors' proposal, to adopt new Articles of Association in which the provision on share capital limits in §4 is amended to a minimum of SEK 21,040,000 and a maximum of SEK 84,160,000 and the provision on the number of shares in §5 is amended to a minimum of 80,000,000 and a maximum of 320,000,000 shares.
Authorisation to issue new shares and/or warrants
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, resolve to increase the Company's share capital by issuing new shares and/or warrants. Such issue resolution may be carried out with or without deviation from the shareholders' pre-emption rights and with or without provisions for contribution in kind, set-off or other conditions.
The total number of shares that may be issued, or in the event of an issue of warrants, added after exercise, with the support of the authorisation shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
The reason for the proposal and the possibility of deviation from the shareholders' pre-emption rights is to broaden and strengthen the ownership with strategic shareholders, procuring or facilitating the procurement of working capital, increasing the liquidity of the share, making acquisitions, or procuring or facilitating the procurement of capital for acquisitions.
The complete proposals of the Board of Directors and the Nomination Committee for the 2024 Annual General Meeting are set out in the notice published on 26 April 2024.
For more information, please contact:
Kristina Torfgård, CEO
Tel. +46 708 46 79 75
E-mail: kristina.torfgard@alzinova.com
Please note that this is an English translation of a press release written in Swedish by Alzinova AB (publ), in the event of any inaccuracies, the Swedish version applies.
