Today, 17 May 2023, the annual general meeting was held in AlzeCure Pharma AB (publ) (the “Company”). Below is a summary of the resolutions made. All resolutions were passed with the required majority.
Resolution regarding the adoption of the accounts and allocation of the Company’s result
The annual general meeting resolved to adopt the profit and loss statement and the balance sheet. The annual general meeting also resolved to allocate the Company’s result in accordance with the board of directors’ and the CEO's proposal, meaning that no dividend is paid to the shareholders, and that available funds are carried forward.
Discharge from liability for the members of the board of directors and the managing director
The annual general meeting resolved to grant discharge from liability to the members of the board of directors and the managing director for the financial year 2022.
Election of and remuneration to the board of directors and the auditor
The annual general meeting resolved, in accordance with the nomination committees’ proposal, on re-election of Thomas Pollare, Ellen Donnelly, Ragnar Linder and Eva Lilienberg and to elect Janet Hoogstraate as a new ordinary member of the board of directors. Thomas Pollare was re-elected as chairman of the board of directors.
Janet Hoogstraate has many years of experience in Life Science with leading roles within, among others, Astra Zeneca. She holds a PhD in Biopharmaceutical Sciences from the University of Leiden in the Netherlands as well as an eMBA from Hult International Business School. Janet has a great interest and knowledge within CNS research and has, among other things, been chairman of the board in Stockholm Brain Institute. Janet is today CEO of Valneva Sweden AB and her vast experience in preclinical research, the pain field and biotech will be a great asset for AlzeCure.
The annual general meeting further resolved that the remuneration to the board of directors shall be SEK 250,000 to the chairman and SEK 125,000 to each of the other board members who are not employed by the Company.
The annual general meeting also resolved to, in accordance with the nomination committees´ proposal, re-elect Grant Thornton AB as auditor and that the auditor shall be paid according to approved invoice. Grant Thornton AB has announced that the certified accountant Camilla Nilsson will be the auditor in charge.
Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the board of director's remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on issue of warrants 2023/2026 (CEO)
The annual general meeting resolved, in accordance with the board of directors’ proposal, to issue up 500,000 warrants, with deviation from the shareholders’ pre-emptive right to the CEO of the Company. As a result of the resolution, the Company’s share capital may increase by a maximum of SEK 12,500.
The warrants shall be transferred on market terms at a price determined with the Black & Scholes pricing model. Each warrant entitles the holder to subscribe for one new share in the Company, each with a quota value of SEK 0.025. Each warrant gives the right to, during the period from 1 July 2026 to 1 August 2026, subscribe for one share against cash payment. In addition, customary terms and conditions shall apply to the warrants.
Authorisation for the board of directors to resolve on new issues
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders’ pre-emptive right, to resolve on new issues of shares, warrants and/or convertibles that means issuing, subscribing to or converting a number of shares corresponding to a maximum dilution of 20 per cent of the total number of shares in the Company at the time of the resolution. The new issues can be carried out with or without a provision regarding contribution in kind, set-off or other provisions referred to in Chapter 13, Section 5, first paragraph 6, Chapter 14, Section 5, first paragraph 6 and Chapter 15, Section 5, first paragraph 4, of the Swedish Companies Act.
The purpose of the authorisation is to increase the Company’s financial flexibility and the board of directors’ scope of action. The board of directors, or any other person that they appoint, shall be authorized to make such minor adjustments and clarifications to the resolution that may be required in relation to the registration of the resolution by the Swedish Companies Registration Office.
The board of directors’ and nomination committee’s complete proposals and other documentation in connection with the annual general meeting are available on the Company’s website www.alzecurepharma.se where the minutes from the annual general meeting will also be posted.