The board of directors
The EGM resolved that the board of directors should consist of seven board members. Before the resolution was made the board of directors consisted of six board members. Erin Gainer was elected new board member. The current board members remain in the board.
Resolution on issue authorisation
The EGM resolved to authorise the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on new issue of shares, share warrants or convertibles. The Board of Directors undertook to only use the authorization as regards issues of shares. The authorisation resolved upon is limited to 5 percent of the total amount of outstanding shares in the company as per the date of the notice. A new issue adopted in virtue of the authorisation, shall take place at market conditions and shall be carried out with a view to fulfil the company’s payment obligation towards Ergomed Plc originating from the company’s and Ergomed’s collaboration agreement.
Resolutions concerning issue and transfer of warrants to senior executive and board members in Asarina Pharma
The EGM resolved, through two separate resolutions, on the issue and transfer of warrants to a senior executive in accordance with the proposal made by the board of directors and to two board members in accordance with the proposal made by Östersjöstiftelsen.
The two resolutions entail that the company issues at most 117,000 warrants, each entitling the holder to subscribe for one new share in the company. The warrants are issued to a wholly owned subsidiary to Asarina Pharma for transfer to senior executive Sven Göthe with not more than 61,000 warrants, to board member Vidar Wendel Hansen with not more than 15,000 warrants and to newly elected board member Erin Gainer with not more than 41,000 warrants, in accordance with the proposals which were included in the notice to the EGM and which are available on the company’s website, www.asarinapharma.com.
Upon full utilization of the warrants resolved upon by the EGM, as well as the outstanding warrants of series 2018/2021, the dilution effect amounts to approximately 4.53 percent of the total amount of outstanding shares and votes in the company. The dilution effect has been calculated as the number of additional shares and votes if the warrants are fully utilized in relation to the sum of the current number of shares and votes and the number of additional shares and votes at full utilization of the warrants.
The EGM resolved to authorise the chief executive officer to make minor adjustments and clarifications of the resolutions adopted by the EGM.