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Bulletin from the annual general meeting of Dignitana AB (publ)
The following resolutions were passed at the annual general meeting (the “AGM”) of Dignitana AB (publ) (“Dignitana” or the “Company”) on 19 May 2022. Dignitana’s annual general meeting was carried out through advance voting (postal voting).
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2021 as well as the balance sheet and consolidated balance sheet as of 31 December 2021. The members of the Board of directors and the managing director were discharged from liability for the financial year 2021.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2021 and that the results of the Company shall be carried forward.
Board of Directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of
Klas Arildsson, Lina Karlsson, William Cronin, Christian Lindgren, Richard DiIorio and Ljubo Mrnjavac as Board members. Klas Arildsson was re-elected as the chairman of the Board of Directors. The AGM re-elected the audit firm Öhrlings PricewaterhouseCoopers AB as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with the nomination committee’s proposal. The AGM furthermore resolved in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoicing.
Nomination committee for the next annual general meeting
The AGM resolved, in accordance with the nomination committee’s proposal, on principles for appointing the nomination committee.
Authorization to issue new shares, warrants or convertibles
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, resolve to increase the Company’s share capital by issuing new shares, warrants or convertibles. Such issue resolution may be carried out with or without deviation from the shareholders’ pre-emption rights and with or without provisions for contribution in kind, set-off or other conditions. The total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization and with deviation from the shareholders' pre-emption rights, shall be limited to 10 percent of the outstanding shares as per the day of the notice to the AGM. Such an issue, shall be carried out with a view to broaden the ownership, procuring or facilitating the procurement of working capital and/or making company acquisitions, or procuring or facilitating the procurement of capital for company acquisitions and/or broadening the ownership of the Company.
Further, the Board has, on request from a major shareholder, pledged to limit the authorization above so that the total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, without deviation from the shareholders' pre-emption rights, shall be limited to 10 percent of the outstanding shares as per the day of the notice to the AGM.
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive program to the Company’s new CEO consisting of warrants. In short, the incentive program includes an issue of not more than 600 000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period of 26 May 2025 up to and including 6 June 2025 at a price corresponding to 150 percent of the volume weighted average price for the Company’s share on the official share list of Nasdaq First North Growth Market during a period commencing on 20 May 2022 up to and including 27 May 2022.
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Dignitana AB is the world leader in clinically superior scalp cooling technology. The company produces The DigniCap® Scalp Cooling System, a patented medical cooling device that offers cancer patients the ability to minimize hair loss during chemotherapy. FDA cleared since 2015, DigniCap provides continuous cooling with high efficacy, safety and patient comfort. Hailed internationally as a life-changing medical advancement for cancer patients, The DigniCap Scalp Cooling System was invented in 1999 by a Swedish Oncology nurse and has been available in Europe since 2001. Dignitana AB is listed on Nasdaq First North Growth Market in Sweden with headquarters in Lund, Sweden and US operations based in Dallas, Texas in the United States. Company subsidiaries are Dignitana, Inc. in the United States and Dignitana S.r.l. in Italy. Certified Adviser is Redeye AB +46 8 121 576 90, firstname.lastname@example.org. Learn more at www.dignitana.com or www.dignicap.com.