Abliva AB (Nasdaq Stockholm: ABLI) (”Abliva” or the ”Company”) today on May 20, 2022 held its Annual General Meeting (“AGM”). A summary of the resolutions follows.
Approval of income statements and balance sheets 2021, approval of the Remuneration Report, and discharge from liability
The income statements and balance sheets were approved, the Board of Directors’ Remuneration Report for 2021 was approved, and the managing director and the board members were discharged from liability for the financial year 2021.
In accordance with the Board of Directors' proposal, it was resolved that no dividend would be paid for the financial year 2021.
Determination of the number of Board members and fees to Board members and Auditor
The AGM resolved that five Board members should be appointed. Furthermore, the AGM resolved that fees to Board members and members of the Board of Directors’ various Committees shall be payable, as in the previous year, as follows:
- SEK 400,000 to the Chair of the Board;
- SEK 250,000 each to other Board members;
- SEK 100,000 to the Chair of the Audit Committee;
- SEK 50,000 each to other members of the Audit Committee;
- SEK 40,000 to the Chair of the Remuneration Committee;
- SEK 20,000 each to other members of the Remuneration Committee.
The AGM also resolved that as in the previous year, auditors’ fees are payable in accordance with approved account pursuant to customary billing terms. No fees should be payable to Nomination Committee members.
Election of the Board of Directors and Auditor
The AGM resolved to re-elect Board members David Bejker, Denise Goode, David Laskow-Pooley, Jan Törnell and Roger Franklin. David Laskow-Pooley was re-elected as Chair of the Board.
The AGM resolved to re-elect Ernst & Young AB as public audit firm for the period until the end of the AGM 2023. It is Ernst & Young AB’s intention to appoint Ola Larsmon as auditor in charge.
The AGM resolved that the nomination committee for the AGM 2023 shall be appointed substantially in accordance with the same procedure as the preceding year, and to adopt instructions for the Nomination Committee.
Resolution on amendment of the Articles of Association
In accordance with the Board's proposal, the AGM resolved to change the limits of the Articles of Association for the share capital and the number of shares.
Authorization for the Board of Directors to decide on the new issue of shares, warrants and/or convertibles
The AGM resolved to authorize the Board of Directors to decide on new issue of shares, warrants and/or convertibles, within the limits of the current Articles of Association, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
Share issues should be at market subscription price, subject to reservation for a market discount where applicable, and apart from cash, payment may be as assets contributed in kind or through offset or subject to other terms and conditions.
The purpose of this authorization and the rationale for eventual waiving of shareholders' preferential rights, should be to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.