Bulletin from the annual general meeting in Sedana Medical AB (publ)

Today, the annual general meeting of Sedana Medical AB (publ) (SEDANA: FN Stockholm) was held. In order to counteract the spreading of the corona virus, the general meeting was held only through advance voting (so-called postal voting) in accordance with temporary rules. The general meeting resolved in accordance with all of the board of directors' and nomination committee's proposals. A summary of the material resolutions adopted by the general meeting is set out below.

Adoption of the profit and loss statement and the balance sheet, the consolidated profit and loss statement and the consolidated balance sheet as well as resolution regarding allocation of profits and discharge from liability

The general meeting adopted the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet for the financial year 2021 and resolved, in accordance with the board of directors' proposal and the auditor's recommendation, that the accumulated profits shall be carried forward. The general meeting resolved to discharge the members of the board of directors and the CEO from liability for the financial year 2021.

Election of board members and auditor and resolution on fees payable to the board of directors

The general meeting resolved to re-elect Thomas Eklund, Claus Bjerre, Ola Magnusson, Christoffer Rosenblad and Eva Walde, and to newly elect Hilde Furberg, as ordinary board members for the period until the end of the next annual general meeting. Bengt Julander did not stand for re-election. The general meeting further resolved to re-elect Thomas Eklund as chairman and Claus Bjerre as vice chairman of the board of directors. Lastly, the general meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as auditor in the company for the period until the end of the next annual general meeting, which company has confirmed that the chartered accountant Leonard Daun will continue as auditor-in-charge.

The general meeting resolved that fees payable to the board of directors, for the period until the end of the next annual general meeting, shall amount to SEK 550,000 for the chairman, SEK 325,000 for Claus Bjerre and SEK 225,000 for each of the other board members elected by the general meeting. Furthermore, the general meeting resolved that fees payable for work on the audit committee of the board of directors shall amount to SEK 75,000 for the chairman and SEK 30,000 for each of the other members.

Resolution on an authorisation for the board of directors to issue new shares

The general meeting resolved on an authorisation for the board of directors to, at one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon new share issues. By new share issue resolutions made by exercise of the authorization, with deviation from the shareholders' preferential rights, the company's share capital may not be increased by an amount exceeding ten (10) per cent of the share capital in the company at the time when the authorization is exercised for the first time. A new share issue resolved by exercise of the authorization may be made with or without stipulation regarding non-cash consideration, set-off or other conditions referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)). The objective of the authorization is to provide the board of directors with flexibility in its work to ensure that the company can procure financing for the operations in an appropriate manner, to enable company or business acquisitions and to enable a broadening of the company's shareholder base.

Resolution on amendment of the articles of association

The general meeting resolved to change § 9 of the company's articles of association in order to be able to exercise the options that the Swedish Companies Act (2005:551) provides in connection with general meetings with regard to the possibility for the board of directors to resolve upon the collection of powers of attorney, postal voting and/or attendance at general meetings for individuals who are not shareholders in the company.

Resolution regarding incentive program for the CEO by way of directed issue of warrants to a subsidiary for subsequent transfer to the CEO

The general meeting resolved to establish a long-term incentive program for the company's CEO, including a directed issue of not more than 495,000 warrants series 2022/2025:1 to the company's subsidiary Sedana Medical Incentive AB to be subsequently transferred to the CEO. Each warrant entitles to subscription of one new share in the company during the period 30 May–30 September 2025 at a subscription price corresponding to 140 per cent of the volume weighted average price of the company's share on Nasdaq First North Growth Market during the period 28 April–11 May 2022. Transfer of warrants to the CEO shall be made at a price corresponding to the market value of the warrants at the time of the transfer, settled by an independent valuation agent by use of the Black & Scholes valuation formula. The CEO will enter into a so-called warrant agreement which regulates the CEO's holding of the warrants, which agreement will include, inter alia, transfer restrictions. The CEO will, in connection with his acquisition of warrants, receive a premium subsidy in the form of extra salary in order to partly finance the investment in warrants. Assuming all warrants series 2022/2025:1 are acquired and exercised by the CEO, the company’s share capital will increase by SEK 12,375.00, and the number of shares and votes in the company will increase by 495,000, equivalent to a dilution effect of approximately 0.5 per cent (based on the current number of shares and votes in the company, disregarding outstanding warrants).

Resolution regarding incentive program for other co-workers than the CEO by way of directed issue of warrants to a subsidiary for subsequent transfer to participants

The general meeting resolved to establish a long-term incentive program for the company's group management (not including the CEO) and certain other selected co-workers, including a directed issue of not more than 400,000 warrants series 2022/2025:2 to the company's subsidiary Sedana Medical Incentive AB to be subsequently transferred to participants (the "Personnel Program"). Each warrant entitles to subscription of one new share in the company during the period 30 May–30 September 2025 at a subscription price corresponding to 140 per cent of the volume weighted average price of the company's share on Nasdaq First North Growth Market during the period 28 April–11 May 2022. Transfer of warrants to participants shall be made at a price corresponding to the market value of the warrants at the time of the transfer, settled by an independent valuation agent by use of the Black & Scholes valuation formula. Participants will enter into so-called warrant agreements which regulate the participants' holding of warrants, which agreements will include, inter alia, transfer restrictions. Participants in the Personnel Program will, in connection with their acquisition of warrants, receive premium subsidies in the form of extra salary in order to partly finance the investments in warrants. Assuming all warrants 2022/2025:2 are transferred to and exercised by the participants, the company's share capital will increase by SEK 10,000.00, and the number of shares and votes in the company will increase by 400,000, equivalent to a dilution effect of approximately 0.4 per cent (based on the current number of shares and votes in the company, disregarding outstanding warrants).

Complete resolution materials

For complete resolution materials, go to www.sedanamedical.com.

 

For additional information, please contact:
Johannes Doll, CEO, +46 (0)76 303 66 66
Johan Spetz, CFO, +46 (0)730 36 37 89
ir@sedanamedical.com

 

Sedana Medical is listed on Nasdaq First North Growth Market in Stockholm.
The company's Certified Adviser is Erik Penser Bank, +46 8 463 83 00, certifiedadviser@penser.se.

 

About Sedana Medical

Sedana Medical AB (publ) is a pioneer medtech and pharmaceutical company focused on inhaled sedation to improve the patient’s life during and beyond sedation. Through the combined strengths of the medical device Sedaconda ACD and the pharmaceutical Sedaconda (isoflurane), Sedana Medical provides inhaled sedation for mechanically ventilated patients in intensive care.

Sedana Medical has direct sales in Benelux, France, Germany, Great Britain, the Nordic, and Spain. In other parts of Europe as well as in Asia, Australia, Canada, and South- and Central America, the company works with external distributors.

Sedana Medical was founded in 2005, is listed on Nasdaq First North Growth Market (SEDANA) and headquartered in Stockholm, Sweden.