BULLETIN FROM THE ANNUAL GENERAL MEETING OF SIMRIS GROUP AB
Simris Group AB (the "Company") held its annual general meeting on 29 May 2023. The following resolutions were made.
Income statements and balance sheets
The general meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the fiscal year of 2022.
Disposition of the Company’s profit or loss
The general meeting resolved, in accordance with the board of directors’ proposal, that no dividend is paid and that the Company’s funds available for distribution are carried forward.
Discharge from liability
The general meeting resolved to grant discharge from liability to all persons who have had the position of board member or CEO in the Company during 2022.
Election of members of the board of directors and auditors
The general meeting resolved that the board of directors shall consist of four ordinary members without deputies. Magnus Högström, Steven Schapera, Frank Puccio and Robert Quandt were re-elected as members of the board.
The general meeting resolved that the number of auditors shall amount to one without a deputy auditor. Ernst & Young AB was re-elected as auditor for the period until the end of the next annual general meeting.
The general meeting resolved that directors' fees shall be paid in the amount of SEK 140,000 to the chairman of the board and SEK 70,000 to other members of the board who are not employed by the Company. It was further resolved that for any additional work efforts in addition to ordinary board work, board members shall be able to receive consulting fees in line with market practice.
The general meeting also resolved that fees to the Company's auditor shall be paid in accordance with approved invoices.
Amendment of the articles of association
The general meeting resolved to increase the Company's permitted minimum share capital from SEK 6,545,000 to SEK 15,000,000 and to increase the maximum permitted share capital from SEK 26,180,000 to SEK 60,000,000 by amending provision § 4 of the articles of association.
The general meeting further resolved to increase the Company's permitted minimum number of shares in the Company to 180,000,000 shares from 72,250,000 shares and the maximum number of shares to 720,000,000 shares from 301,000,000 shares by amending provision § 5 of the articles of association.
The general meeting also resolved to introduce a new provision § 16 whereby the board of directors may collect proxies according to the procedure set out in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act. And that the board of directors may, prior to a general meeting, decide that shareholders shall be able to exercise their voting rights by post before the general meeting.
Finally, the general meeting resolved to amend the articles of association to be bilingual and thus be written both in Swedish and in English.
Authorization for the board of directors to resolve on the issue of shares, warrants and/or convertibles
The general meeting resolved to authorize the board of directors to, on one or more occasions, during the period until the next annual general meeting, decide to increase the Company's share capital. The increase in the share capital may take place through a new issue of series A or series B shares and/or convertibles and/or warrants that entitle the conversion or new subscription of series A or B shares. The board of directors shall be able to decide on such an issue with a deviation from the shareholders' preferential rights and/or with provision for cash payment or set-off. Issuance in accordance with this authorization must take place at the market subscription price. The board of directors shall have the right to determine the conditions in general for the issue in accordance with this authorization and who shall have the right to subscribe for new shares, convertibles and/or warrants.