STOCKHOLM, Sweden, 8 June 2021: The following resolutions were passed at the annual general meeting (the “AGM”) of Lipidor (publ) (the “Company”) on 8 June 2021. Due to the covid-19 pandemic, the Company’s annual general meeting was carried out through advance voting (postal voting) only.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2020 as well as the balance sheet and consolidated balance sheet as of 31 December 2020. The members of the board of directors and the managing director were discharged from liability for the financial year 2020.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2020 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 Fredrik Sjövall, Denis Angioletti, Ola Flink, Gunilla Lundmark and Otto Skolling as board members. Fredrik Sjövall 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 invoice.
Amendment of the articles of association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the articles of association.
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 exercise of any warrant or conversion, pursuant to the authorization, shall be limited to 10 percent of the number of shares in the Company.
The purpose of the proposed authorization is to increase the Company’s financial flexibility and the Board of Directors’ room for action. Should the Board of Directors resolve on a share issue with deviation from the shareholders' pre-emption rights, the reason for this shall be to broaden the ownership structure, procure working capital, increase the liquidity of the share or acquire businesses, or enable the acquiring of capital for acquisitions.
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive programme to employees consisting of employee stock options. In short, the incentive programme includes an issue of not more than 110,000 employee stock options. The AGM furthermore resolved on an issue of not more than 144,562 warrants in order to ensure delivery of shares to the participants and to hedge costs connected to the programme. Each vested employee stock option entitles the holder during the period 1 May 2024 up to and including 31 May 2024 to, as decided by the Company, either acquire one share in the Company to a price corresponding to the share quota value or, free of charge receive a warrant which entitles to subscription of one share in the Company at a price corresponding to the share quota value.
The information was provided for publication through the office of Lipidor’s CEO on 8 June 2021 at 12.30pm (CEST).
Lipidor AB (www.lipidor.se) is a Swedish, Stockholm-based research and development company with a pipeline of pharmaceutical development projects in preclinical and clinical phases. The Company develops topical medical products for the treatment of diseases such as psoriasis, bacterial skin infections and atopic dermatitis by reformulation of proven pharmaceutical substances.