Report from the annual general meeting of ADDvise Group AB (publ) on 3 May 2024

03-05-2024   Regulatory press release

ADDvise Group AB (publ), reg. no. 556363-2115, has held its annual general meeting on 3 May 2024 at 10 a.m. CEST at the company’s premises at Grev Turegatan 30 in Stockholm. At the meeting it was resolved on, among other things, re-election of Staffan Torstensson, Fredrik Celsing, Johanne Brændgaard and Anna Ljung as board members, new election of Thomas Eklund and Rikard Akhtarzand as board members, re-election of Öhrlings PricewaterhouseCoopers AB as the auditor of the company, adoption of new guidelines for remuneration to senior executives and new articles of association, as well as an authorisation for the board of directors to resolve on issuances.

 

Adoption of income statements and balance sheets

 

The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2023.

 

Disposition of the company’s earnings

 

The annual general meeting resolved that no dividend shall be paid to the shareholders for the financial year 2023 and that the funds at disposal of the meeting shall be balanced in new accounts.

 

Discharge from liability

 

The board members and the CEO were granted discharge from liability for the financial year 2023.

 

Election of board of directors, auditors and remuneration

 

The annual general meeting resolved, in accordance with the proposal of the nomination committee, that the number of board members shall be six without deputies.

 

The annual general meeting resolved, in accordance with the proposal of the nomination committee, to re-elect Staffan Torstensson, Fredrik Celsing, Johanne Brændgaard and Anna Ljung as board members for the period until the end of the next annual general meeting. It was further resolved, in accordance with the proposal of the nomination committee, to elect Thomas Eklund as a new board member for the period until the end of the next annual general meeting. It was also resolved to elect Rikard Akhtarzand as a board member for the period until the end of the next annual general meeting, in accordance with a proposal from GoMobile nu AB and Tuida Holding AB.

 

It was resolved, in accordance with the proposal of the nomination committee, to re-elect Staffan Torstensson as chairman of the board of directors for the period until the end of the next annual general meeting.

 

Öhrlings PricewaterhouseCoopers AB was, in accordance with the proposal of the nomination committee, re-elected as the auditor of the company for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that Johan Engstam will continue as auditor in charge.

 

It was resolved, in accordance with the proposal of the nomination committee, that board remuneration shall be paid with SEK 750,000 to the chairman of the board of directors (with an increase of SEK 500,000 compared to the preceding year) and SEK 200,000 to each non-employed board members (with an increase of SEK 75,000 compared to the preceding year). It was resolved, in accordance with the proposal of the nomination committee, that remuneration to members of the audit committee shall be paid with SEK 75,000 to the chairman (with an increase of SEK 25,000 compared to preceding year), and SEK 50,000 each other member (with an increase of SEK 25,000 compared to the preceding year).

 

It was noted that the board of directors intends to appoint a remuneration committee in 2024. It was resolved, in accordance with the proposal of the nomination committee, that remuneration to members of the remuneration committee, shall be paid with SEK 75,000 to the chairman and SEK 50,000 to each other member.

 

Furthermore, it was resolved that remuneration to the auditor shall be paid in accordance with approved invoice. Further, the annual general meeting resolved that no remuneration shall be paid to members of the nomination committee.

 

Guidelines for remuneration to senior executives

 

The annual general meeting resolved to adopt new guidelines for remuneration to senior executives. The amendments hereto primarily relate to linguistic and material clarifications as well as adaptations relating to the company’s corporate governance model and planned introduction of a remuneration committee in 2024.

 

Resolution on amendments of the articles of association

 

The annual general meeting resolved to adopt new articles of association, where § 7 shall be amended to the effect that deputy board members are no longer allowed, as well as the introduction of a new § 9 that enables the board of directors to decide that a general meeting shall be held digitally.

 

Authorisation for the board of directors to resolve on issuances

 

It was resolved to authorise the board of directors, within the limits of the current articles of association, on one or more occasions, with or without deviation from the shareholders’ preferential rights, to resolve on the issue of shares, warrants and convertible debentures.

 

The authorisation is limited so that the board of directors may not resolve upon issues that entail that the total number of shares that are issued exceeds 20 percent of the total number of shares in the company at the time the board of directors exercises the authorisation for the first time.

 

The issue of new shares pursuant to the authorisation shall be carried out on customary terms under current market conditions.

 

Remuneration report

 

The annual general meeting resolved to approve the remuneration report.

 

 

For further information, please contact:

 

Rikard Akhtarzand, CEO
+46 765-25 90 71
rikard.akhtarzand@addvisegroup.se

 

Hanna Myhrman, General Counsel
+46 709 82 92 23
hanna.myhrman@addvisegroup.se

 

 

About ADDvise Group AB (publ)

 

ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 2 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, CA@mangold.se, is the Company's Certified Adviser. Additional information is available at www.addvisegroup.com.