At the Annual General Meeting of Re:NewCell AB (the “Company”) on 17 May 2022, which was carried out solely by postal vote in accordance with temporary legal rules, the following decisions were made. All resolutions passed were in accordance with the submitted proposals, which are described in detail in the AGM documents available on the Company's website, www.renewcell.com.
Adoption of the income statement and balance sheet
The Annual General Meeting resolved to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2021.
Appropriation of the Company’s result according to the adopted balance sheet
The Annual General Meeting resolved that no dividend is paid and that available profits are carried forward.
Resolution on discharge from liability
The Annual General Meeting resolved to grant all members of the Board of Directors and the Chief Executive Officer discharge from liability for the management of the Company's affairs during 2021.
Election of Board of Directors and auditor
The Annual General Meeting resolved that the Board of Directors shall consist of six members. The Annual General Meeting resolved to re-elect Mia Hemmingson, Om Bhatia, Anna Attemark, Helene Willberg and Henrik Ager as well as to elect Michael Berg as members of the Board of Directors for the period until the end of the next Annual General Meeting. It was noted that Mia Hemmingson has declined re-election as Chairman of the Board. Michael Berg was elected Chairman of the Board.
The Annual General Meeting resolved to appoint one registered accounting firm as auditor, without deputy auditors. The Annual General Meeting resolved to re-elect the registered auditing company Mazars AB as the Company's auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Michael Olsson will be the principal auditor.
Fees to the members of the Board of Directors and auditor
The Annual General Meeting resolved that fees to the Board of Directors shall be paid as follows (fees for 2021 within brackets):
· SEK 300,000 (220,000) to the Chairman of the Board and SEK 150,000 (120,000) to each of the other members elected by the Annual General Meeting. Fees shall not, however, be paid to members who are employees of the Company or dependent in relation to major shareholders, and
· SEK 125,000 (125,000) to the Chairman of the Audit Committee and SEK 60,000 (60,000) to each of the other members of the Audit Committee and SEK 20,000 (20,000) to the Chairman of the Remuneration Committee and SEK 15,000 (15,000) to each of the other members of the Remuneration Committee.
The Annual General Meeting resolved that the auditor’s fees be paid as per approved invoice.
Resolution on adoption of changes in the Articles of Association
The Annual General Meeting resolved to amend the Articles of Association whereby the Board of Directors is allowed to collect powers of attorney and to resolve that the shareholders shall have the right to exercise their voting rights by post. Furthermore, the Board of Directors is allowed to resolve that persons who are not shareholders may participate at the general meeting.
Authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
The Annual General Meeting resolved to authorize the Board of Directors to, on one or several occasions until the next Annual General Meeting, with or without preferential rights for the shareholders, resolve upon issues of shares, warrants and/or convertible instruments. The total number of shares that may be issued under the authorization (including any new shares following exercise or conversion of warrants or convertible instruments issued under the authorization) may correspond to an increase of the share capital by no more than ten percent at the time the authorization is used for the first time. Resolutions by support of the authorization may include provisions on non-cash, set-off or cash payment.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is that issues should be able to take place in order to increase the Company’s financial flexibility and the Board of Director’s room for maneuver. To the extent than an issue by support of the authorization takes place with deviation from the shareholders’ preferential rights, the issue shall take place on market terms.
Resolution on principles for appointment of a Nomination Committee
The Annual General Meeting resolved to adopt the proposed principles for the appointment of a Nomination Committee.