The following resolutions were passed at the annual general meeting (the "AGM") of Asarina Pharma AB (publ) ("Asarina Pharma") on 21 April 2021 in Stockholm. The CEO's presentation is available at the company's website.
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 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. The AGM furthermore resolved in accordance with the nomination committee's proposal, 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 2022.
Authorisation to issue new shares
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise 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. Such issue resolution may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions.
The total number of shares that may be issued with deviation from the shareholders' preferential rights shall be limited to 15 percent of the number of shares in the company. The total number of shares that may be issued with preferential rights for the shareholders shall not be limited in any other way than what follows from the articles of association of the company.
Amendment of the articles of association
The AGM resolved, in accordance with the Board of Directors' proposal, to amend the articles of association.
The AGM resolved, in accordance with the Board of Directors' proposal, to adopt an incentive programme to employees and consultants consisting of warrants. In short, the incentive programme includes an issue of not more than 700,000 warrants. Each warrant entitles the holder to subscribe for one share in Asarina Pharma during the time period commencing on 15 May 2023 up to and including 31 May 2023.