Report from Sedana Medical AB’s annual general meeting on 15 May 2025
Sedana Medical AB’s annual general meeting was held on Thursday, 15 May 2025 and the main resolutions passed were the following.
Regarding full details of the resolutions, referral is made to the notice convening the general meeting and the complete proposals. The notice convening the general meeting and the complete proposals are available at the company’s website, www.sedanamedical.com.
Adoption of the income statements and the balance sheets
The general meeting resolved to adopt the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2024.
Allocation of the results
The general meeting resolved, in accordance with the board’s proposal, that no dividend shall be paid for the financial year 2024 and that the company’s available funds shall be balanced in a new account.
Discharge from liability
The general meeting discharged each who had held the position as board member during the financial year 2024 and the CEO from personal liability.
Board and auditors
The general meeting resolved, in accordance with the nomination committee’s proposal, that the board shall be composed of five directors with no deputies and that the company shall have one auditor with no deputy.
The general meeting resolved, in accordance with the nomination committee’s proposal, that fees to the directors shall be paid in the amount of SEK 800,000 to the chair of the board and SEK 260,000 to each of the other directors elected by the general meeting. It was further resolved, in accordance with the nomination committee´s proposal, that remuneration to members of the audit committee shall be paid in the amount of SEK 85,000 to the chair of the audit committee and SEK 35,000 to each of the other members of the committee. Additionally, it was resolved to introduce remuneration for the remuneration committee with SEK 30,000 to the chair of the remuneration committee and SEK 10,000 to each of the other members of the committee.
The general meeting resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.
The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Claus Bjerre, Hilde Furberg, Christoffer Rosenblad, Jens Viebke and Donna Haire as board members. Claus Bjerre was re-elected as chair of the board.
The general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.
Approval of remuneration report
The general meeting resolved, in accordance with the board’s proposal, to approve the board’s remuneration report.
Issue authorization
The general meeting resolved, in accordance with the board’s proposal, to authorize the board to, at one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon new share issues. By new share issue resolutions made by exercise of the authorization, with deviation from the shareholders' preferential rights, the company’s share capital may not be increased by an amount exceeding ten percent of the share capital in the company at the time when the authorization is exercised for the first time.
LTI 2025
The general meeting resolved, in accordance with the board’s proposal, on a performance based incentive program for up to 25 employees in the Sedana Medical group. The participants will be awarded, free of charge, up to not more than 1,133,810 performance based share rights, which can grant the participants the right to obtain securities issued by the company. One performance based share right entitles the participant to obtaining up to one share in the company for a price corresponding to 170 percent of the volume weighted average price of the company’s share on Nasdaq Stockholm during the 20 trading days up until and including 15 April 2025, contingent upon certain qualifying conditions being met. The general meeting further resolved, in accordance with the board’s proposal, to authorize the board to enter into swap-agreements with third parties, in order to secure certain costs for the program and to enable allotment of shares to the participants in the program. The general meeting also resolved, in accordance with the board’s proposal, to issue not more than 1,490,053 warrants in order to secure the company’s obligations under these swap-agreements and/or to be transferred to the participants.