Adoption of the income statement and the balance sheet: allocation of result
The Annual General Meeting adopted the income statement and balance sheet for the company and for the group in accordance with the submitted accounting documents and resolved, to allocate the funds available to the general meeting in accordance with the board of directors' proposal, i.e. that the available funds of
Discharge from liability
The Annual General Meeting resolved to discharge the board of directors and the CEO from liability for the financial year 2023.
The board of directors and the remuneration of the board of directors
The ordinary members
The Annual General Meeting resolved on remuneration of the board of directors and remuneration for the work in the committees as follows:
The auditor and the remuneration for the auditor
The Annual General Meeting resolved to re-elect the registered auditor firm
The Nomination Committee and Instructions for the Nomination Committee
The Nomination Committee's proposal of principles for and establishment of a Nomination Committee ahead of coming general meetings were approved by the Annual General Meeting. In addition, the Nomination Committee's proposal on adoption of instructions for the work of the Nomination Committee were approved.
Remuneration report regarding the financial year 2023
The Annual General Meeting resolved to approve the remuneration report regarding the financial year 2023.
Authorisation for the board of directors to resolve on issues of new shares, warrants and/or convertibles
The Annual General Meeting resolved to authorise the board of directors to resolve on issues of new shares, warrants and/or convertibles in accordance with the board of directors' proposal. The resolution entails that the board of directors is authorised to, whether on one or several occasions, resolve on issue of new shares, warrants and/or convertibles. The board of directors shall have the mandate to adopt resolutions on issues with or without deviation from the shareholders' pre-emption rights and with or without a provision of an issue in kind or an issue by way of set-off or other terms. However, the board of directors shall not be authorised to adopt resolutions that result in an increase of the share capital of the Company of more than ten (10) percent in relation to the share capital of the Company at the time of the authorisation first being utilised.
Incentive program
The Annual General Meeting resolved to introduce an incentive program for the company's employees and resolved on hedging arrangements for the incentive program in accordance with the board of directors' proposal. The program is a three-year incentive programme under which the participants will be awarded in total maximum 160,000 performance-based share units (PSUs) which, provided that certain conditions are met, entitles the participants to receive B-shares free of charge.
The right to receive Class B shares, is conditioned upon (i) that the PSUs are vested, i.e. as a general rule that the participant continues to be employed in the group during a period of three years after the allocation of the PSUs and (ii) that the performance conditions are met. The performance conditions include (i) targets relating to the development of the company's share price (the share price target), (ii) one or more operational targets relating to the company's research and development and/or partnerships and established by the Board of Directors (the operational targets), (iii) one or more sustainability-related targets set by the Board of Directors (the sustainability targets).
Fulfilment of the performance criteria shall be assessed as of the Vesting Date. The share price target is fulfilled if the volume-weighted average price of the company's Class B share on Nasdaq Stockholm during a period of thirty (30) trading days prior to the Vesting Date amounts to at least 130 per cent of the volume-weighted average price of the company's Class B share on Nasdaq Stockholm during a period of thirty (30) trading days prior to the Annual General Meeting on
The expected annual costs of MSEK 12.5, including social security costs, are equal to approximately 6.2 per cent of the Company's total personnel costs for the financial year 2023.
In order to secure delivery of shares within the program and finance the company's costs for the program, the Annual General Meeting resolved on hedging arrangements with the right for the board of directors to combine or select one or several of the hedging arrangements in accordance with the board of directors' proposal. The Annual General Meeting resolved on the following hedging arrangements i) approval of transfer of not more than 160,000 acquired B-shares in the company free of charge to participants the program, ii) an authorisation for the board of directors to resolve on acquisition of not more than 285,000 shares in the company and iii) a directed issue of not more than 210,000 warrants and approval of transfer of warrants to ensure delivery within the program and to dispose of the warrants in order to cover costs related to, or fulfil obligations occurring under, the program. If the board of directors decides to exercise all warrants for delivery of shares within the program or to finance the company's costs for the incentive program, the dilution effect will amount to 0.24 percent of the number of outstanding shares and 0.10 percent of the number of votes.
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