The annual general meeting (AGM) of Prolight Diagnostics AB (publ) took place on 27 May 2024 in Lund. Full information regarding the decisions of the AGM is available on the company’s website, www.prolightdx.com. The AGM resolved in accordance with all of the motions presented in the notification of the AGM.
Resolution regarding the adoption of the income statement and the balance sheet, as well as discharge from liability
The AGM resolved to adopt the income statement and the balance sheet for the parent company and the group for the previous financial year. The board of directors and the managing director were discharged from liability for the same period.
Resolution on the appropriation of the company´s profit in accordance with the adopted
balance sheet
The AGM resolved that no dividend be paid for the previous financial year, and that the profit will be carried forward.
Board of directors
The AGM resolved that the board of directors shall consist of seven board members with no deputies. Masoud Khayyami, Maria Holmlund, Ulf Bladin, Steve Ross, Aileen McGettrick and Tobias Volker were re-elected as board members, and Kiarash Farr was elected as a new board member. Masoud Khayyami was re-elected as chairman of the board.
Resolution pertaining to directors’ fees
The AGM resolved that a fee of SEK 400,000 be allocated to the chairman of the board and that a fee of SEK 240,000 be allocated to each of the other board members. The said fees include remuneration for committee work, if applicable. A board member who is employed by the company or any of its subsidiaries shall not receive a fee.
Auditor
The AGM resolved to re-elect the registered accounting firm, Mazars AB, as the company’s auditor until the end of the next AGM. The authorised auditor, Jesper Ahlkvist, will serve as the auditor in charge. Fees to the auditor are paid against approved invoices.
Authorisation of the Board of Directors to resolve on issue of shares, warrants and/or convertible instruments
The AGM resolved, in accordance with the board’s proposal, to authorise the board to, on one or several occasions during the period until the next AGM, issue new shares, warrants, and/or convertibles to a maximum of 50 percent of the company´s share capital at the time of the AGM’s resolution. The board of directors is authorised to issue new shares, warrants, and/or convertibles with deviation from the shareholders’ pre-emption rights and/or provisions for contribution in kind, set-off or other conditions.
Adjustment of incentive program
The AGM resolved, in accordance with the board’s proposal, to adjust the incentive program for employees in the company’s wholly owned subsidiary Psyros Diagnostics Ltd, that was implemented by the extraordinary general meeting on 4 August 2022. The adjustment means that the maximum allocation of employee stock options per participant in the category “Management” is increased from 1,500,000 employee stock options to 2,000,000 employee stock options and that the maximum allocation of employee stock options per participant in the category “Other valuable employees” is increased from 200,000 employee stock options to 300,000 employee stock options. Otherwise, the incentive program shall continue on unchanged terms and conditions.
Incentive program consisting of employee stock options, including a directed issue and transfer of warrants
The AGM resolved on a long-term incentive program for employees in the company’s wholly owned subsidiary Psyros Diagnostics Ltd by issuing so-called employee stock options. The employee stock option program includes a maximum of 2,000,000 employee stock options that can be offered to up to 21 employees in Psyros Diagnostics Ltd. Each employee option entitles the holder to acquire one new share in the company at an exercise price corresponding to the closing price of the company’s share on NGM Nordic SME on the trading day before the day the employee option is granted.
In order to ensure the company’s delivery of shares according to the employee stock option program, the general meeting also decided on a directed issue of 2,000,000 warrants to the company as well as approval of the transfer of warrants or shares to the participants in the incentive program.
