Mendus AB: Report from the Annual General Meeting of Mendus AB (publ) on 12 May 2023
At the annual general meeting (the “AGM”) of Mendus AB (publ), reg. no. 556629-1786, (the “Company”), on 12 May 2023 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, which have previously been published and are available on the Company’s website, www.mendus.com.
Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability
The AGM adopted the Company’s balance sheet and income statement and consolidated income statement and consolidated balance sheet.
The AGM resolved that the Company’s accumulated losses shall be appropriated so that SEK 64,647,324 is settled against the share premium reserve and that the remaining SEK 711,860,745 is carried forward and that no dividends shall be paid for the financial year 2022.
The AGM also discharged the board members and the managing director from liability for the financial year 2022.
The AGM resolved to approve the board of directors’ remuneration report for 2022.
Remuneration to the board of directors and auditor
The AGM resolved that remuneration to the board of directors shall amount to SEK 2,370,000, to be distributed as follows: The chairman of the board of directors is entitled to remuneration of SEK 620,000 and other board members are entitled to remuneration of SEK 285,000 per member. Furthermore, a fee for committee work shall be paid in the amount of SEK 70,000 to the chairman of the audit committee, SEK 40,000 to each of the other board members in the audit committee, SEK 50,000 to the chairman of the scientific committee, SEK 25,000 to each of the other board members in the scientific committee, SEK 35,000 to the chairman of the remuneration committee and SEK 20,000 to each of the other board members of the remuneration committee.
The AGM resolved that remuneration to the auditor shall be paid according to approved invoice.
Election of board members and auditor
The AGM resolved that the board of directors shall consist of six ordinary board members without deputies.
For the period until the end of the next annual general meeting the AGM re-elected the present board members Christine Lind, Sven Andreasson, Dharminder Chahal, Andrea van Elsas, Hans Preusting and Helén Tuvesson. Christine Lind was re-elected as chairman of the board of directors.
The AGM resolved to re-elect the registered audit firm Ernst & Young AB as auditor for the period until the end of the next annual general meeting. Ernst & Young AB has informed that Charlotte Holmstrand will remain as auditor in charge.
Authorization for the board of directors to decide on new share issues and issues of warrants and/or convertibles
The AGM resolved to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions and with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise.
In the event of a resolution to issue new shares, warrants and/or convertible debentures, without deviation from the shareholders’ preferential rights the maximum number of shares, or warrants or convertible debentures that entitle subscription of a number of shares, that may be issued shall correspond to the number of shares that is within the Company's maximum limit for the number of shares according to the articles of association in force from time to time.
In the event of a resolution with deviation from the shareholders’ preferential rights, the number of shares, or warrants or convertible debentures that entitle subscription of a number of shares, that may be issued shall not exceed 20 per cent of the Company’s registered number of shares at the time of the board of director’s first resolution pursuant to the authorization. For subsequent resolutions pursuant to the authorization, the 20 per cent limit shall be based on (i) the number of shares issued pursuant to the authorization, and, with respect to warrants and convertible debentures issued pursuant to the authorization, (ii) the number of shares issued through subscription of issued warrants, and (iii) the number of shares issued through conversion of issued convertible debentures, provided that subscription/conversion of such warrants/convertible debentures have been completed.
ABOUT MENDUS AB (PUBL)
Mendus is dedicated to changing the course of cancer treatment by addressing tumor recurrence and improving survival outcomes for cancer patients, while preserving quality of life. We are leveraging our unparalleled expertise in allogeneic dendritic cell biology to develop an advanced clinical pipeline of novel, off-the-shelf, cell-based immunotherapies which combine clinical efficacy with a benign safety profile. Based in Sweden and The Netherlands, Mendus is publicly traded on the Nasdaq Stockholm under the ticker IMMU.ST. http://www.mendus.com/
FOR MORE INFORMATION, PLEASE CONTACT:
Chief Executive Officer
LifeSci Advisors, LLC
Telephone: + 1 212-915-2577
Telephone: +49 160 9352 9951
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