The following resolutions were passed at the extraordinary general meeting (the “EGM”) of RESPINOR AB (publ) (“the Company”) on 21 July 2022. The EGM was carried out through advance voting (postal voting) only.
Directed issue of warrants to lenders
The EGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution, made on 30 June 2022, on a directed issue of warrants to the lenders who have entered into a convertible loan agreement with the Company in July 2022. In short, the resolution includes a directed issue of not more than 1,111,112 warrants. Each warrant entitles the holder, subject to a warrant agreement, to subscribe for one share in the Company meaning that the Company’s share capital may increase by not more than SEK 277,778 and the number of shares may increase by not more than 1,111,112.
Stock option program and associated issue of warrants
The EGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution, made on 30 June 2022, to adopt a new stock option program in the Company for employees in the Company consisting of employee stock options. In short, the new stock option program includes an issue of not more than 490,000 employee stock options to not more than seven (7) participants with otherwise corresponding terms and conditions as for the current stock options in the Company. The EGM furthermore resolved an issue of not more than 543,900 warrants to the Company itself in order to ensure delivery of shares to the participants in the stock option program and to hedge potential costs connected to the program.
Remuneration to the Board of Directors and associated issue of warrants
The EGM resolved, in accordance with a shareholder’s proposal, that remuneration shall be paid to the Board of Directors, with SEK 120,000 to the Chairman of the Board and SEK 80,000 each to the other Board members, for the time period of June 2022 up to the Annual General Meeting 2023.
The EGM further resolved, in accordance with the shareholder’s proposal that the Board members shall be offered to receive all or part of their respective remuneration in the form of warrants through a directed issue of warrants. In short, the resolution includes a directed issue of not more than 656,712 warrants. Each warrant entitles the holder to subscribe for one share in the Company, at a cost of SEK 3,00 per share, during the time period of 1 September 2025 up to and including 12 September 2025, meaning that the Company’s share capital may increase by not more than SEK 164,178 and the number of shares may increase by not more than 656,712.
For further information, please contact:
Trude Tingvoll, CEO, RESPINOR AB
Tel: +47 474 53 313
E-mail: t.tingvoll@respinor.com
RESPINOR AB – Protokoll från Bolagsstämma 21 juli 2022 (utan röstlängd).pdf
RESPINOR AB – Minutes from General Meeting 21 July 2022 (without voting list)