Bulletin from the Annual General Meeting of Vicore Pharma Holding AB (publ)

2020-05-20

The following resolutions were passed at the annual general meeting (the “AGM”) of Vicore Pharma Holding AB (publ) on 20 May 2020.

Adoption of income statement and balance sheet for the financial year 2019 and discharge from liability

The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2019 as well as the balance sheet and consolidated balance sheet as of 31 December 2019. The members of the board of directors and the managing director were discharged from liability for the financial year 2019.

Allocation of profit or loss

The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2019 and that the results of the company shall be carried forward.

Election of board members and auditors, and fees to the board of directors and auditors

The AGM resolved, in accordance with the nomination committee’s proposal, to re-elect Jacob Gunterberg, Maarten Kraan, Sara Malcus, Hans Schikan and Peter Ström and elect Heidi Hunter and Michael Wolff Jensen as members of the board of directors for the period until the end of the next annual general meeting. Michael Wolff Jensen was elected as the chairman of the board of directors. The audit firm EY AB was re-elected auditor of the company for the period until the end of the next annual general meeting.

The AGM further resolved on directors’ fees in accordance with the nomination committee’s proposal. The AGM further resolved, in accordance with the nomination committee’s proposal, that the fee to the auditor shall be paid as per approved statement of costs.

Nomination committee for the next annual general meeting

The AGM resolved, in accordance with the nomination committee’s proposal, on principles for appointing the nomination committee. In short, the principles imply that the nomination committee should be composed of the chairman of the board of directors together with one representative of each of the three largest shareholders in terms of votes, based on ownership in the company as of 31 August 2020.

Guidelines on remuneration to group management

The AGM resolved, in accordance with the proposal from the board of directors, on guidelines for remuneration to group management. In short, the guidelines state that remuneration within Vicore Pharma shall be based on principles of performance, competitiveness and fairness and consist of fixed remuneration, variable remuneration, share and share price-related incentive programs, pension and other benefits.

Authorization to issue new shares

The AGM resolved to, in accordance with the board of directors’ proposal, authorize the board of directors, at one or several occasions, with or without deviation from the shareholders’ preferential rights and for the period up until the next annual general meeting, to increase the company’s share capital by issuing new shares. The number of shares that may be issued under the authorization may not entail a dilution effect of more than 20 per cent.

Introduction of a long-term performance-based incentive program for the new members of the board of directors

The AGM resolved in accordance with the nomination committee’s proposal to implement a long-term performance-based incentive program for the new members of the board of directors, comprising not more than 525,000 share awards. It was further resolved, in accordance with the nomination committee’s proposal, to issue not more than 525,000 warrants in order to, at the end of the program, ensure delivery of shares to the participants.

Amendment of the articles of association

The AGM resolved in accordance with the board of directors’ proposal to amend the articles of association so that the board of directors registered head office is changed to Gothenburg and that general meetings may be held in Stockholm or Gothenburg.

Gothenburg, 20 May 2020
 

Vicore Pharma Holding AB (publ)

 

For further information, please contact:
Carl-Johan Dalsgaard, CEO
Phone: +46 70 975 98 63
E-mail: carl-johan.dalsgaard@vicorepharma.com 

Hans Jeppsson, CFO
Phone: +46 70 553 14 65  
E-mail: hans.jeppsson@vicorepharma.com

 

The information was submitted for publication, through the agency of the contact persons set out above, on 20 May 2020 at 16:45 CEST.

  • Bulletin from the Annual General Meeting of Vicore Pharma Holding AB (publ)