The following resolutions were passed at the Annual General Meeting (the “AGM”) of Asarina Pharma AB (publ) (“the Company”) on 22 May 2023 at Fredersen Advokatbyrå's premises at Birger Jarlsgatan 8, Stockholm.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2022 as well as the balance sheet and consolidated balance sheet as of 31 December 2022. The members of the Board of Directors and the Managing Director were discharged from liability for the financial year 2022.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2022 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 Paul de Potocki, Erin Gainer and Marianne Kock as board members. Paul de Potocki was re-elected as the Chairman of the Board of Directors. The AGM re-elected the audit firm Ernst & Young Aktiebolag as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee’s proposal presented on the AGM, that remuneration shall be SEK 510,000 (510,000) to the Chairman of the Board and SEK 205,000 (205,000) to each of the other Board members. The AGM furthermore resolved in accordance with the Nomination Committee’s proposal included in the notice to the AGM, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
Nomination Committee for the next Annual General Meeting
The AGM resolved, in accordance with the Nomination Committee’s proposal, that the principles for the appointment of the Nomination Committee adopted at the AGM 2020 shall continue to apply also for the appointment of the Nomination Committee ahead of the AGM 2024.
Resolution on issue authorization
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 AGM, resolve to increase the Company’s share capital by issuing new shares, warrants and/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, by virtue of the authorization, for issue resolutions made without deviation from the shareholders’ pre-emption rights, shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
For issue resolutions made by virtue of the authorization, with deviation from the shareholders’ pre-emption rights, 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, shall be limited to 15 percent of the outstanding shares as per the date of the AGM. Om styrelsen beslutar om emission med avvikelse från aktieägarnas företrädesrätt ska skälet vara att kunna bredda ägarkretsen, anskaffa rörelsekapital, öka likviditeten i aktien eller genomföra företagsförvärv. Vid sådan avvikelse från aktieägarnas företrädesrätt ska emissionen genomföras på marknadsmässiga villkor.