Bulletin from the AGM Nanologica AB (publ)

Nanologica AB (publ) today 16 May 2024 held its Annual General Meeting in Stockholm, at which the following resolutions were adopted.

Adoption of the income statement and balance sheet, disposition of result
The Annual General Meeting adopted the income statement and balance sheet for the company and the group in accordance with the presented accounting documents and resolved, in accordance with the board´s proposal, that the accumulated loss of SEK -75,880,232 shall be carried forward. The decision means that no dividend will be paid for the financial year 2023.
 
Discharge
The Annual General Meeting discharged the members of the board of directors and the CEO from liability for the fiscal year 2023.
 
Board of directors and board fees
The ordinary board members Gisela Sitbon, Mattias Bengtsson, Anders Rabbe, Lena Torlegård and Thomas Eldered were re-elected as members of the board, all for a term of office that extends until the end of the next Annual General Meeting. Gisela Sitbon was re-elected as chairman of the board.
 
The Annual General Meeting resolved on fees to the board of directors and fees for committee work in accordance with the nomination committee's proposal as follows: SEK 315,000 to the chairman of the board, SEK 185,000 to each of the other board members, SEK 50,000 to the chairman of the audit committee, SEK 30,000 to each of the other members of the audit committee, SEK 25,000 to the chairman of the remuneration committee and SEK 15,000 to each of the other members of the remuneration committee. The decision means that the remuneration for the chairman of the board and board members have been slightly increased compared to the previous term of office.
 
Auditor and auditors' fees
The Annual General Meeting resolved, in accordance with the nomination committee's proposal, to appoint the registered auditing firm BDO Mälardalen AB as auditor of the company for the period until the end of the next Annual General Meeting. Niclas Nordström will continue as auditor in charge. Fees to the auditor shall be paid in accordance with approved invoices.
 
Nomination committee and nomination committee instructions
The nomination committee's proposal for instructions for the nomination committee, which also includes principles for how the nomination committee shall be appointed and composed for future Annual General Meetings, was approved by the Annual General Meeting. The instruction for the nomination committee shall apply until the Annual General Meeting resolves to adopt a new instruction for the nomination committee.
 
Remuneration report for the financial year 2023
The Annual General Meeting resolved to approve the remuneration report for the financial year 2023.
 
Authorization for the board of directors to resolve on share issues
The Annual General Meeting resolved to authorize the board of directors to resolve on share issues in accordance with the board´s proposal. The resolution means that the board of directors is authorized, on one or more occasions, for the period until the next Annual General Meeting, to resolve on issues of shares, warrants and/or convertibles. The board of directors shall be able to resolve on issues with or without deviation from the shareholders' preferential rights and with or without provision for non-cash issue and/or set-off or otherwise with conditions. However, the board of directors shall not be able to make a resolution that means that the amount by which the share capital is increased corresponds to more than twenty (20) percent of the total share capital in the company before the issue has been completed.
 
Resolution on adoption of new articles of association
The Annual General Meeting resolved to amend the articles of association §§ 4 and 5 regarding "Share capital" and "Number of shares" as follows:

§ Current wording Proposed wording
4 The share capital shall be not less than SEK 6,000,000 and not more than SEK 24,000,000. The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000.
5 The number of shares shall be not less than 15,000,000 and not more than 60,000,000. The number of shares shall be not less than 30,000,000 and not more than 120,000,000.

 
Resolution on reduction of share capital
The Annual General Meeting resolved to reduce the company's share capital by SEK 10,403,060.813352, without cancellation of shares. The purpose of the reduction is to cover losses.