Bulletin from the Annual General Meeting of Lipidor AB (publ)
The following resolutions were passed at the Annual General Meeting (the “AGM”) of Lipidor AB (publ) (the “Company”) on 5 June 2024 in Stockholm.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2023 as well as the balance sheet as of 31 December 2023. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2023.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2023 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 Fredrik Sjövall, Denis Angioletti, Ola Flink, Gunilla Lundmark and Otto Skolling as Board members. Fredrik Sjövall was re-elected as the Chairman of the Board of Directors. The AGM re-elected the audit firm Öhrlings PricewaterhouseCoopers AB as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee’s proposal. The AGM furthermore resolved in accordance with the Nomination Committee’s proposal, that remuneration to the auditor shall be paid in accordance with 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, meaning that the principles adopted at the AGM 2020 shall continue to apply also for the AGM 2025.
Resolutions on issue authorizations
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on a new issue of shares, warrants or convertibles. Such issue resolution may be made with or without deviation from the shareholder’s pre-emption rights and with or without provision for contribution in kind, set-off, or other conditions. In case the Board of Directors resolves on an issue without pre-emption rights for the shareholders in accordance with the above the resolution shall be unanimously supported by all Board members. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after exercise of any warrant or conversion, pursuant to the authorization in this paragraph, shall be limited to ten percent of the number of outstanding shares in the Company from time to time.
The purpose of the authorization is to increase the Company’s financial flexibility and the Board of Directors’ room for action. Should the Board of Directors resolve on a share issue with deviation from the shareholders' pre-emption rights, the reason for this shall be to broaden the ownership structure, procure working capital, increase the liquidity of the share or acquire businesses, or enable the acquiring of capital for acquisitions.
The AGM further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, during the period up to the next AGM and in addition to the authorization described above, on one or several occasions, resolve on a new issue of shares. New issues of shares by virtue of the authorisation may be made with deviation from the shareholders’ pre-emption rights, against payment in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act.
The purpose of the authorization is to enable the Company to pay underwriting compensation in the Company’s shares to underwriters (the “Underwriters”) who have fulfilled their underwriting undertakings in the rights issue of units resolved by the Board of Directors on 10 April 2024 and approved by the Extraordinary General Meeting of the Company on 21 May 2024. Should the Board of Directors resolve on a share issue with deviation from the shareholders’ pre-emption rights, the reason for this shall be to fulfil the Company’s obligation to pay underwriting compensation in the Company’s shares in accordance with the terms of the underwriting undertaking agreements between the Underwriters and the Company.
Resolution on reduction of the share capital
The AGM resolved, in accordance with the Board of Directors’ proposal, to reduce the share capital by a maximum of SEK 57,953,726.00 for allocation to unrestricted shareholders’ equity and without cancellation of shares. The reduction of the share capital shall be carried out after or at the same time as the Swedish Companies Registration Office registers the rights issue of units resolved by the Board of Directors on 10 April 2024 and approved by the Extraordinary General Meeting of the Company on 21 May 2024. The Board of Directors shall ensure that the amount by which the share capital is reduced is adjusted so that the quota value of the share, after a reduction of the share capital has been completed, amounts to SEK 0.002.
Resolution on amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association. The amendment was made with the purpose of changing the limits for the share capital to enable the reduction of the share capital.