Bulletin from Annual General Meeting in BICO Group AB (publ)May 9, 2023 5:50 pm
The following resolutions were passed at the Annual General Meeting (the “AGM”) of BICO Group AB (publ) (“BICO” or the “Company”) held today on 9 May 2023 in Gothenburg, Sweden.
Adoption of Income Statement and Balance Sheet for the Financial Year 2022 and Discharge from Liability
The AGM adopted the income statements and the balance sheets for the Company and the group for the financial year 2022. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
Allocation of Profits
The AGM resolved that no dividend be paid for 2022 and that the profits shall be carried forward.
Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved that the number of members of the Board of Directors shall be eight without deputies and that the number of auditors shall be one registered accounting firm.
Bengt Sjöholm, Christian Wildmoser, Erik Gatenholm, Helena Skåntorp, Susan Tousi, Rolf Classon and Ulrika Dellby were re-elected as members of the Board of Directors. Further, Gerry Mackay was elected new member of the Board of Directors. Rolf Classon was elected as new Chairman of the Board of Directors and Ulrika Dellby was elected as new Deputy Chairman of the Board of Directors. The registered audit firm Deloitte AB was re-elected as auditor of the Company, with Åsa Löfqvist as auditor-in-charge.
The AGM further resolved that fees to members of the Board shall be paid with SEK 600,000 to the Chairman of the Board, SEK 400,000 to the Deputy Chairman of the Board, SEK 250,000 to each of the other members of the Board, SEK 100,000 to the Chairman of the Audit Committee, SEK 50,000 to each of the other members of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee, and SEK 35,000 to each of the other members of the Remuneration Committee. The AGM further resolved that the remuneration to the auditor shall be paid in accordance with the approved statement of costs.
Amending the principles on the appointment of the Nomination Committee
The AGM resolved to amend the principles for the appointment of the Nomination Committee so that the Nomination Committee shall consist of four members appointed by the largest shareholders and that the Chairman of the Board shall not formally be part of the Nomination Committee. However, the Chairman of the Board should normally be co-opted to the meetings of the Nomination Committee. No other changes have been made regarding the principles.
Approval of the Board’s remuneration report
The AGM resolved to approve the Remuneration Report for the financial year 2022 that has been prepared by the Board of Directors.
Authorization for the Board of Directors to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, for the period until the end of the next Annual General Meeting, one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issue of shares of series B.
The authorization may be utilized for new issues of shares of series B, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to a dilution of not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.
Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company’s future expansion. If the Board resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company’s capital structure