Abliva AB (Nasdaq Stockholm: ABLI) (”Abliva” or the ”Company”) today on May 20, 2021 held its Annual General Meeting (“AGM”). Due to the continued spread of the coronavirus and the authorities’ regulations/advice on avoiding public gatherings, the Annual General Meeting was conducted only by postal vote and thus without physical presence of shareholders, proxies or external parties. A summary of the resolution follows.
Approval of income statements and balance sheets 2020, approval of the Remuneration Report, and discharge from liability
The income statements and balance sheets were approved, the Board of Directors’ Remuneration Report for 2020 was approved, and the managing director and the board members were discharged from liability for the financial year 2020.
In accordance with the Board of Directors' proposal, it was resolved that no dividend would be paid for the financial year 2020.
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 elect Ernst & Young AB as new public audit firm for the period until the end of the AGM 2022. 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 2022 shall be appointed substantially in accordance with the same procedure as the preceding year, and to adopt instructions for the Nomination Committee.
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 the new issue of shares, warrants and/or convertibles, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
The number of shares issued through this authorization may correspond to an increase of share capital of a maximum of twenty (20) per cent based on the total share capital of the Company at the time the Boards of Directors at first exploits the authorization.
The purpose of this authorization is 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.
Implementation of the Employee Stock Option Program 2021/2025, directed issue of warrants to subsidiary, and approval of transfer of warrants
The AGM resolved to approve the Board of Directors’ proposal to implement the Employee Stock Option Program 2021/2025, on a directed issue of not more than 4,900,000 warrants to a wholly owned subsidiary of the Company and to approve the transfer of warrants in the Company.
The stock options shall be offered to the CEO of the Company without consideration. Each stock option confers the holder a right to acquire one new share in the Company against an exercise price corresponding to 100 per cent of the volume weighted average price for the Company’s shares during the period from 20 May 2021 up to and including 28 May 2021, however, not less than the fair market value of the Company’s share, established by an independent valuation, at the date of the allotment of the stock option.
The holder can exercise allotted and vested stock options during the period from 3 June 2024 to 31 December 2025 in accordance with the terms for the stock options.
In order to enable the Company’s delivery of shares under the Employee Stock Option Program 2021/2025, the AGM resolved on a directed issue of not more than 4,900,000 warrants of series 2021/2025 to a wholly owned subsidiary of the Company and to approve that the subsidiary may transfer warrants to the participant of the Employee Stock Option Program 2021/2025 without consideration in connection with exercise of the stock options.
If all warrants are exercised for subscription of shares, the number of shares of and votes in the Company will increase with 4,900,000 (with reservation for any recalculation in accordance with the Warrant Terms and Conditions), which corresponds to a dilution of approximately 1.47 per cent of the number of shares and votes in the Company.