Communiqué from the annual general meeting in Acarix
The annual general meeting 2017 in Acarix AB (“Acarix” or “the Company“) held today, 24 may 2017 whereby the shareholders took the following decisions.
Adoption of income statement and balance sheet
The agm resolved to adopt the income statement and the balance sheet in the Acarix and the consolidated income statement and the consolidated balance sheet.
Appropriation of profits
The annual general meeting decided that no dividend would be paid to the shareholders as well as to previous retained earnings, including the share premium reserve and profit for the year, a total of 150 904 000 sek, be carried forward to new account.
Discharge
The board of directors and the managing director were discharged from liability for the financial year 2016.
The election of the board of directors and the auditors and audit
The agm resolved that the board of directors shall consist of six members without deputies. It was resolved that the Company shall have one registered accounting firm as auditor.
It was further decided that remuneration to board members shall amount to t, a total amount of 60 000 euro and paid to the board of directors and established committees board members as follows:
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36 000 euros to Werner Braun, and 24 000 euros to Denis Gestin, and no compensation shall be paid to the other members of the board;
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the above compensation shall be paid for six (6) meetings during one (1) fiscal year which it is proposed that, if the further work of the board is necessary, compensation to Werner Braun and Denis Gestin shall be deleted with 2 400 euro per day or 300 euro per hour; and
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no additional fee shall be paid for a member of the remuneration committee or the audit committee in addition to what can be paid to Werner Braun or Denis Gestin, according to the point above.
It was further decided that fees to auditors would be paid according to approved account
Re-elected board members Claus Andersson, Werner Braun, Denis Gestin, Yunfei Hong, Oliver Johansen and Ulf Rosén. Werner Braun was re-elected as chairman of the board.
Öhrlings PricewaterhouseCoopers AB was elected as the new auditor of the Company. Öhrlings PricewaterhouseCoopers AB has announced that authorized public accountant Cecilia Dorselius will be the principal.
The principles for appointing the nomination committee
The annual general meeting resolved to adopt principles for the appointment of a nomination committee in accordance with the board’s proposal.
For detailed terms and conditions in respect of the decision of the general meeting, reference is made to the complete proposal which is available on the Company’s website, www.acarix.com.
Guidelines for remuneration to senior executives
The general meeting decided in accordance with the board’s proposal to adopt guidelines for remuneration to senior executives.
For detailed terms and conditions in respect of the decision of the general meeting, reference is made to the complete proposal which is available on the Company’s website, www.acarix.com.
Decision on incentive program for employees
The general meeting decided, in accordance with the board’s proposal, to issue a maximum of 825 000 warrants with deviation from the shareholders ‘ preferential rights as a result of which the Company’s share capital may increase by a maximum of 825 000 sek. The warrants carries the right to subscribe for new shares in the Company.
The right to subscribe for warrants shall accrue to the senior executives, employees and key employees of the Company and the group for a premium corresponding to the option’s market value on may 23, 2017, which shall be calculated according to the Black & Scholes option pricing model or another accepted valuation model performed by independent rating agencies or auditing firms. Further, the subsidiary has, Acarix Incentives AB, the right to subscribe for the subscription warrants that are not subscribed for by the aforementioned persons, with the right and obligation, on one or several occasions, to reassign the warrants to senior executives, employees and key personnel, (who do not draw their full offered share), or become employees of the Company or in the group, at a price that is not less than the option’s market value according to Black & Scholes valuation model and, in general, on the same conditions as in the issue.
Each subscription warrant entitles to subscription of one (1) new share in the Company during the period from June 1, 2020 June 15, 2020.
For detailed terms and conditions in respect of the decision of the general meeting, reference is made to the complete proposal which is available on the Company’s website, www.acarix.com.
Decision on incentive program for two of the board members
The general meeting decided, in accordance with the shareholders SEED Capital DENMARK II K/S and Sunstone LSV Fund II K/S proposal, to issue a maximum of 300 000 warrants with deviation from the shareholders ‘ preferential rights as a result of which the Company’s share capital may increase by a maximum of sek 300 000. The warrants carries the right to subscribe for new shares in the Company.
The right to subscribe for warrants shall, with deviation from the shareholders ‘ preferential rights, only apply to the board members Werner Braun and Denis Gestin (or of the teckningsberättigades controlled companies), with Werner Braun shall have the right to subscribe for a maximum of 180 000 warrants and Denis Gestin shall have the right to subscribe a maximum of 120,000 warrants. The warrants will be issued at a premium corresponding to the option’s market value on may 23, 2017, which shall be calculated according to the Black & Scholes option pricing model or another accepted valuation model performed by independent rating agencies or auditing firms.
Each warrant entitles the holder to subscribe for one new share of the Company during the period from June 1, 2021 to June 15, 2021 or the earlier date pursuant to the terms of the warrants.
For detailed terms and conditions in respect of the decision of the general meeting, reference is made to the complete proposal which is available on the Company’s website, www.acarix.com.
Authorization for the board to decide on share issues
The general meeting decided, in accordance with the board’s proposal to authorise the board of directors to the next annual general meeting, on one or several occasions, resolve on issues of shares, convertibles and/or warrants, with or without deviation from shareholders ‘ preferential rights, to a number corresponding to a maximum of twenty (20) percent of the total number of shares in the Company, to be paid in cash, by contributions in kind and/or by set-off.
Malmö in may 2017
Acarix AB
The board of directors
Press release annual general meeting may 24, 2017 – Acarix AB
