Dignitana AB, manufacturer of The DigniCap® Scalp Cooling System, has today held an Annual General Meeting at the company's premises at Traktorgränden 3 in Lund. In all the proposed cases, the AGM resolved in accordance with the Board's proposal. Below is a summary of the decisions taken.
Adoption of income statement and balance sheet and the Group income statement and the Group balance sheet
The meeting resolved to adopt the income statement and balance sheet included in the annual report.
Decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The meeting resolved that Dignitana's results is to be disposed of in accordance with the Board's proposal in the Annual Report. It was also resolved that no dividend be paid for the 2018 fiscal year.
Discharge of liability of the Directors and Chief Executive Office
The meeting resolved to discharge the Board members and Chief Executive Office from liability for their management of Dignitana's affairs during the preceding financial year.
Determination of the number of Directors and Auditor
The meeting resolved that the Board of Directors shall comprise of six Directors
It was resolved that the number of Auditors shall be one Auditor.
Election of Chairman of the Board of Directors, other members of the Board of Directors and Auditors
The meeting resolved to re-elect Thomas Kelly, William Cronin, Mikael Wahlgren and Ingrid Atteryd Heiman for the period until the next annual general meeting.
It was resolved to elect Greg Dingizian and Pontus Kristiansson as new members of the Board of Directors for the period until the next annual general meeting.
It was resolved to re-elect Price Waterhouse Coopers (“PWC”) as the firm providing auditing services for the period until the end of the next annual general meeting and that the authorized Public Accountant Cecilia Andrén Doselius will act as Dignitana's main responsible Auditor.
It was resolved to re-elected Thomas Kelly as Chairman of the Board.
Determination of fees for Board of Directors and Auditors
The meeting resolved that the remuneration to Ingrid Atteryd Heiman, Pontus Kristiansson and Mikael Wahlgren shall be SEK 100,000 per year for each Director of the Board, with exception for that no remuneration shall be paid to William Cronin, Greg Dingizian and Thomas Kelly for their Board assignment in Dignitana AB.
It was resolved that Thomas Kelly will receive a remuneration as member of the Dignitana Inc. Board of 12,000 USD per year, as received by the other members of that Board who are not employed by Dignitana.
It was resolved that fees to the auditors be paid in accordance with approved invoices.
Decision to authorize the Board of Directors to decide on issues.
The meeting authorized the Board of Directors to be able to decide, in order to enable the Board to provide the Company with the working capital and/or new owners of strategic importance for the Company and/or the acquisition of other companies or businesses, during the period up to the next annual general meeting, to issue a maximum of a number of Shares and/or warrants for a maximum amount of 100 million SEK in total issuance with or without deviation from the shareholders' preferential rights and with or without a provision for a non-cash issue .
It was resolved that the authorization may be exercised on one or more occasions, within the described limitation.
It was resolved that, in order to ensure that the Dignitana 's current shareholders are not disadvantaged in relation to a third-party investor, the issue shall be made at market-based subscription price, with reservation for market-based issue discount, where applicable. The Board of Directors shall be entitled to take a decision on the detailed issue terms.
For detailed conditions regarding the decision at the AGM, please refer to the notice and the decision documents available on Dignitana's website, www.dignitana.com.