Today, on 25 June 2020, Dignitana AB (publ) held its Annual General Meeting (“AGM”) in Lund. The AGM elected the board member Mikael Wahlgren as chairman of the meeting and Anton Walfridsson with Fredersen Advokatbyrå was appointed as keeper of the minutes. The AGM resolved in all proposed items in accordance with the previously announced proposals. A summary of the most important resolutions adopted follows below.
The AGM resolved that no dividend is to be paid for the financial year 2019.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2019.
Board of directors and auditor
Ingrid Atteryd Heiman, William Cronin and Pontus Kristiansson were re-elected as board members and Klas Arildsson, Ljubo Mrnjavac, Christian Lindgren and Richard DiIorio were newly elected as board members. Greg Dingizian, Thomas Kelly and Mikael Wahlgren had declined to be re-elected as board members. Klas Arildsson was newly elected as chairman of the board of directors. PWC was re-elected as auditor and had announced its intention that the authorised auditor Cecilia Andrén Dorselius was to continue as principle auditor.
It was resolved that the remuneration to the board of directors should amount to SEK 200,000 to the chairman of the board and SEK 100,000 to every other board member. Remuneration to the auditor shall be in accordance to approved invoicing.
Authorization for the board of directors to issue shares, warrants or convertibles
The AGM resolved to authorize the board of directors to, with or without deviation from the shareholders’ pre-emption rights, issue shares, warrants or convertibles. Resolutions on issues with pre-emption rights for the shareholders are only limited by the articles of associations’ limits for share capital and number of shares.
Resolutions on issues with deviation from the shareholders’ pre-emption rights are limited to 10 percent of the outstanding shares as per the date of the notice convening the AGM and shall take place at market conditions.
Resolution to issue warrants
The AGM resolved to issue 300,000 warrants to the newly elected chairman of the board of directors Klas Arildsson. The resolution was adopted in accordance with the proposal which was included in the notice convening the AGM. The proposal also contains information regarding the dilution effect which follows from the resolution.
Resolution on amendment of the articles of association and reduction of the share capital
The AGM resolved to amend the articles of associations’ limits for the share capital from a minimum of SEK 20,000,000 and a maximum of SEK 80,000,000 to a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000 and to reduce the company’s share capital with SEK 49,553,239.5, from SEK 55,059,155 to SEK 5,505,915.5, through allocation to unrestricted shareholders’ equity.
The reduction of the share capital is made without retirement of shares and with the purpose of improving the relation between the share capital and the unrestricted shareholders’ equity. The resolution was adopted in accordance with the proposal which was included in the notice convening the AGM.
In addition, the AGM resolved to establish a nomination committee and the proposed instruction and work order for the nomination committee.