The following resolutions were passed at the annual general meeting (the “AGM”) of CombiGene AB (publ) (“CombiGene”) on 19 May 2022 in Stockholm.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement, balance sheet and consolidated balance sheet for the financial year 2021. The board members and the CEO were discharged from liability for the financial year 2021.
Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2021 and that the results of the company shall be carried forward.
Board of directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of Peter Nilsson, Bert Junno, Jonas Ekblom, Per Lundin and Gunilla Lundmark as board members. Bert Junno was re-elected as the chairman of the board of directors. The AGM re-elected the audit firm Mazars AB as auditor.
The AGM further resolved, in accordance with the nomination committee’s proposal, on remuneration to the board of directors and that remuneration to the auditor shall be paid in accordance with approved invoicing.
Nomination committee for the next AGM
The AGM resolved, in accordance with the nomination committee’s proposal, on instruction for the nomination committee.
Authorisation to issue new shares, warrants or convertibles
The AGM resolved, in accordance with the board of directors’ proposal, to authorize 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, warrants or convertibles. Such issue resolution may be carried out with or without deviation from the shareholders’ preferential 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, as regards issue of convertibles or warrants, issued by conversion or exercise, under 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.
LTI 2022
The AGM resolved, in accordance with the board of directors’ proposal, on the implementation of LTI 2022, directed issue of 900,000 warrants, transfer of the warrants to participants in LTI 2022 and transfer of warrants to cover costs for LTI 2022 and authorisation to enter into swap agreement. A more detailed description of LTI 2022 can be found in the notice convening the Annual General Meeting 2022.
