Press release from the Annual General Meeting June 13, 2018
The Annual General Meeting (AGM) of Vicore Pharma Holding AB (publ) was held today June 13, 2018. The AGM passed resolutions regarding, among other thing, the following.
Accounts and freedom from liability
It was resolved to adopt the profit and loss account and the balance sheet of the company and the consolidated income statement and consolidated balance sheet and profit and loss account for 2017. It was resolved, according to the auditors’ report, that the directors of the board and the managing director are discharged from liability for the financial year of 2017. The Annual General Meeting resolved that no dividend will be distributed for the financial year 2017 and that the accumulated profit (SEK 116 611 822) shall be carried forward into new account.
Board of Directors
The AGM resolved that the Board shall consist of six board members and that no deputy board member shall be appointed for the period until the next AGM. Kjell Stenberg (re-elected), Peter Ström (re-elected), Göran Wessman (re-elected), Leif Darner (re-elected), Maarten Kraan (newly elected) and Sara Malcus (newly elected) were elected board members.
Chairman of the Board
Leif Darner was re-elected as chairman of the board.
Remuneration to the board of directors
The AGM also resolved that remuneration should be paid with SEK 300,000 to the Chairman of the Board and 100,000 SEK to other Board members who are not employed by the company.
Auditor
The AGM resolved to re-elect auditing firm Ernst & Young (EY). EY notified that Stefan Kylebäck is elected as principal auditor.
Amendment of the articles of association
In order to allow the implementation of new share issues, it was decided to change the limits for the share capital and number of shares in the Articles of Association. The share capital shall amount to at least SEK 5,000,000 and no more than SEK 20,000,000. The number of shares shall be at least 10,000,000 and not more than 40,000,000.
Above resolution (part of the summon for the AGM) is available on the Company’s website (www.vicorepharma.com)
Approval of the Board's proposal for authorization of new issues
The AGM authorized the Board of Directors to decide on the issue of new shares and / or convertible debentures on one or more occasions until the next Annual General Meeting and / or with a clause or set-off or otherwise with conditions and to deviate from shareholders' preferential rights.
The number of shares to be issued and the number of shares that may be subscribed for by convertible debentures may amount to a total of ten (10) percent of the company's share capital, based on the company's share capital at the time of the Annual General Meeting 2018.
Above resolution (part of the summon for the AGM) is available on the Company’s website (www.vicorepharma.com)
Approval of the Board's proposal for a decision to issue warrants
The AGM approved the Board's proposal for a decision to issue no more than 150,000 warrants. The right to subscribe is the following key persons in the company:
| Johanna Gräns | 50 000 |
| Christine Johansson | 37 500 |
| Hans Jeppsson | 37 500 |
| Dan Isaksson | 25 000 |
The warrants are issued against a consideration of SEK 0.46 per warrants, which corresponds to the market value assessed according to the Black & Scholes valuation model. Payment of SEK 0.46 per cartel will be paid by cash by June 29, 2018. However, the board shall have the right to postpone the last day of payment.
The subscription price per share shall amount to SEK 40 per share. The warrants may be exercised for subscription of shares in the Company during the period from and including June 29, 2021 up to and including June 29, 2022.
Each warrant entitles the warrant holder to subscribe for 1 new share in the Company with a quotient value of approximately SEK 0,50 meaning that the share capital may be increased from SEK 7 934 251,92 to a maximum of SEK 8 009 251,92 upon full exercise of the warrants through subscription of a maximum 150 000 new shares.
Above resolution (part of the summon for the AGM) is available on the Company’s website (www.vicorepharma.com)
For further information, please contact:
Leif Darner, Chairman of the Board
Tel: 070 579 04 62 or e-mail: leif.darner@vicorepharma.com
Per Jansson, CEO
Tel: 070 917 47 46 or e-mail: per.jansson@vicorepharma.com
This information is information that Vicore Pharma Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above, at 18:15 CET on June 13, 2018