IRLAB – Resolutions at Annual General Meeting 2018
IRLAB Therapeutics AB’s Annual General Meeting 2018 was held today, Wednesday May 16, 2018, in Göteborg. At the Annual General Meeting the following main matters were resolved.
Disposition of the company’s results
The proposed disposition by the Board of directors of the company’s results was adopted by the Annual General Meeting. This means that the amount available to the Annual General Meeting, totaling SEK 272 878 101, shall be transferred in full and that no dividend shall be paid for the past fiscal year.
Discharge from liability for the Board members and the Managing Director
The Annual General Meeting resolved to discharge the Board members and the Managing Director from liability for their administration during the fiscal year 2017
Remuneration to the Board of directors was resolved in the amount of SEK 300 000 to the Chairman of the Board and SEK 175 000 to each of the other Board members. It was further resolved that remuneration shall be paid to the Board’s Audit Committee in the amount of SEK 75 000 to the Committee’s Chairman and SEK 50 000 to the other members of the Committee, that remuneration shall be paid to the Chairman of the Remuneration Committee in the amount of SEK 50 000 to the Committee’s Chairman and SEK 30 000 to the other members of the Committee. The Auditor’s fees shall be paid in accordance with the invoice approved by the company.
Election of Board members and auditor
John D. Wakely and Lena Torelgård were elected as new Board members and Anders Vedin, Lars Adlersson, Eva Lindgren, Gunnar Olsson, Hans-Olov Olsson and Ren Piir were re-elected as Board members. Anders Vedin was re-elected as Chairman of the Board. Jacob Testor had declined re-election. The firm of auditors Öhrlings PricewaterhouseCoopers AB were elected as auditor of the company.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved on guidelines for senior executives in accordance with the Board’s proposal. The guidelines mainly mean that senior executives shall be offered marked-based compensation , which shall take into account the individual’s areas of responsibility and experience. The remuneration shall consist of fixed salary and pension, with the aim of promoting the company’s long-term value creation.
Authorization for he board of directors to resolve upon issues of shares and/or warrants and/or convertibles
The Annual General Meeting resolved in accordance with the Board’s proposal to authorize the Board to, on one or more occasions up until the next Annual General Meeting, to decide on new issue of shares and/or warrants and/or convertibles for cash payment and/or with the provision of contribution or set-off or otherwise with conditions and to therewith be able to deviate from the shareholders’ preferential rights.
The new issues shall take place at a market-based subscription price determined by the Board in consultation with the company’s financial advisors, with consideration taken to market-based issue discount where applicable.
The number of shares that may be issued respectively the number of shares that may be subscribed to with option rights to new subscription of shares respectively the number of shares that the convertibles shall entitle to conversion shall in total amount to a maximum of 1 230 000 shares, which corresponds to a reduced ownership interest for non-participating shareholders (dilution) amounting to 15.0 percent or an increase of the current number of outstanding shares by 17.6 percent.