Annual general meeting of Surgical Science Sweden AB (publ) – 2023
AGM 2023 – Protocol (Swe)
AGM 2023 – Notice
AGM 2023 – The board of directors, proposal for LTIP 2023
AGM 2023 – Appendix X – Terms for warrants
AGM 2023 – Advance voting form
AGM 2023 – Proxy form
Annual Report 2022
At Surgical Science Sweden AB’s Annual General Meeting on May 17th, 2023, the following, amongst other things, was decided:
- To adopt the Company’s and the group’s income statements and balance sheets for the financial year 2022, as set out in the annual report. The Board members and the CEO were discharged from liability for the financial year 2022.
- The Board of Directors’ proposal for disposition regarding the company’s profit was approved. No dividend will be paid for the financial year 2022 and the funds at the disposal of the Annual General Meeting will be carried forward.
- Re-election of Board members Roland Bengtsson, Jan Bengtsson, Thomas Eklund, Henrik Falconer and Elisabeth Hansson and new election of Åsa Bredin, in accordance with the Nomination Committee’s proposal. Roland Bengtsson was re-elected Chairman of the Board of Directors.
- Remuneration to Board members shall, in accordance with the Nomination Committee’s proposal, be totalling SEK 1,050,000, of which SEK 300,000 to the Chairman of the Board of Directors and SEK 150,000 to each of the other Board members.
- Re-election, in accordance with the Nomination Committee’s proposal, of the registered auditing company KPMG AB. The authorized public accountant Daniel Haglund will be auditor in charge.
- Approval of the Board of Directors’ proposal to implement a long-term incentive program for employees in the Group and executive management in Israel. The rationale of the incentive program is e.g. to contribute to higher motivation and commitment among the employees and to retain employees. The program comprises 260,000 warrants corresponding to a dilution of 0.51 percent. To enable the incentive program, the Annual General Meeting also resolved to issue 260,000 warrants to a subsidiary and to approve transfer of these warrants to participants of the program without consideration. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 percent of the Surgical Science share’s average volume-weighted closing price during the period from and including May 17, 2023 to and including May 31, 2023. The warrants can be exercised by notification of subscription for new shares during the period from and including June 15, 2026 to and including July 15, 2026.
- Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve on the issue of shares, corresponding in total to no more than 10 percent of the share capital.
Gothenburg, Sweden, May 17, 2023
Surgical Science Sweden AB (publ)
The Board of Directors