Bulletin from the Annual General Meeting of Vicore Pharma Holding AB (publ)
The following resolutions were passed at the annual general meeting (the “AGM”) of Vicore Pharma Holding AB (publ) on 11 May 2021.
Adoption of income statement and balance sheet for the financial year 2020 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2020 as well as the balance sheet and consolidated balance sheet as of 31 December 2020. The members of the board of directors and the managing director were discharged from liability for the financial year 2020.
Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2020 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, Heidi Hunter, Maarten Kraan, Sara Malcus, Hans Schikan 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 re-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.
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.
Approval of the board of directors’ remuneration report
The AGM resolved to approve the remuneration report presented by the board of directors.
Authorization to issue new shares
The authorization to issue new shares was not approved by the AGM.
Introduction of a long-term performance-based incentive program for certain 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 certain members of the Board of Directors, comprising not more than 73,000 share awards. It was further resolved, in accordance with the nomination committee’s proposal, to issue not more than 73,000 warrants in order to, at the end of the program, ensure delivery of shares to the participants.
Introduction of a long-term incentive program for the company’s senior management and key persons
The AGM resolved in accordance with the board of directors’ proposal to implement a long-term incentive program for the senior management and key persons based on yearly grants of options. The total number of options that may be allocated to the participants amounts to not more than 3,000,000. It was further resolved, in accordance with the board of directors’ proposal, to issue not more than 3,000,000 warrants in order to ensure delivery of shares to the participants as well as, if necessary, related security costs.
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 limits for the company’s share capital and number of shares are changed.
Gothenburg, 11 May 2021
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 11 May 2021 at 11:30 CEST.