Stockholm, May 4, 2023 – Nanologica AB (publ) today held its Annual General Meeting, at which the following resolutions were adopted.
Adoption of the income statement and balance sheet, disposition of profit or loss
The Annual General Meeting adopted the income statement and balance sheet for the company and for the group in accordance with the presented accounting documents and resolved, in accordance with the board's proposal, that the accumulated loss of SEK -47,447,399 be carried forward. The decision thus means that no dividend will be paid for the financial year 2022.
The Annual General Meeting discharged the members of the board of directors and the CEO from liability for the fiscal year 2022.
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 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 300,000 to the chairman of the board, SEK 175,000 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 25,0000 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 level for the chairman of the board and board members has been adjusted compared with the previous term of office.
The auditor and auditor's fees
The AGM resolved, in accordance with the nomination committee's proposal, to appoint the registered
the auditing firm BDO 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 regarding principles for and establishment of the nomination committee for the 2024 Annual General Meeting was approved by the Annual General Meeting. The nomination committee's proposal to adopt instructions for the work of the nomination committee was also approved.
Guidelines for remuneration to senior executives
The Annual General Meeting approved the board of directors' proposal regarding guidelines for remuneration to senior executives.
Remuneration report for the financial year 2022
The Annual General Meeting resolved to approve the remuneration report for the financial year 2022.
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 the issue 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 incentive program for CEO, management and other employees
The Annual General Meeting resolved, in accordance with the board's proposal, to introduce an incentive program by the company carrying out an issue of warrants and approving the transfer of these to the company's senior executives and other employees of the company as well as future employees.
The issue of warrants shall, with deviation from the shareholders' preferential rights, be directed to the company's wholly-owned subsidiary Nanghavi AB (the "Subsidiary"). The right to subscribe for the warrants belongs to the Subsidiary with the intention that the warrants shall be transferred to existing and future employees of the company. The total number of options that can be granted to eligible persons under the program is 245,000. The reason for the incentive program is to create incentives for the company's senior executives and other employees as well as future employees to always work for the company's positive development as these people constitute an important part of the company's continued operations.
Each warrant shall entail a right to subscribe for one (1) share in the company at a subscription price corresponding to SEK 30. Subscription of shares with the support of the warrants shall be made in accordance with the terms of the warrants from and including 1 August 2026 up to and including 30 November 2026.
If all warrants are exercised for subscription of shares, the company's registered share capital will increase by approximately SEK 100,456.81 (assuming no recalculation). Based on the existing number of shares in the company, the dilution as a result of the approved incentive program, assuming that all warrants are exercised for subscription of new shares, will be approximately 0.7 percent.