2023-06-14
Bulletin From the Annual General Meeting in Scandinavian Real Heart AB on 14 June 2023
The Annual General Meeting in Scandinavian Real Heart AB (the “Company”) has been held on 14 June 2023 and in particular the following resolutions were made.
Adoption of the profit and loss statement and the balance sheet, appropriation of the results and discharge of liability
The Annual General Meeting resolved to adopt the presented profit and loss statements and balance sheet for the financial year 2022. Furthermore, the Annual General Meeting resolved that no dividend will be paid for the financial year 2022 and that the results shall be carried forward into new account. The Annual General Meeting resolved to discharge the Board members and the CEO, active during the financial year 2022, from liability towards the Company.
Determination of fees for Board members and auditor
The Annual General Meeting resolved that a fee of SEK 150,000 shall be paid to the Chairman of the Board of Directors and SEK 72,500 to each of the other Board members who do not work operationally within the Company. It was resolved that fees to the auditor shall be paid according to approved invoices.
Election of Board of Directors and auditor
The Annual General Meeting resolved that the Board shall consist of five board members without deputies.
For the time until the end of the next Annual General Meeting, Christer Norström, Azad Najar, Ulf Grape, Oliver Voigt and Solveig Bergström were re-elected as Board members. Christer Norström was re-elected as Chairman of the Board.
The auditing company Grant Thornton Sweden AB was re-elected as auditor for the period until the Annual General Meeting 2024. The Company has been informed that Joakim Söderin will be appointed as auditor-in-charge.
Nomination Committee
The Annual General Meeting resolved that the Nomination Committee for the Annual General Meeting 2024 shall consist of Kim Norström and Azad Najar.
Amendment of the Articles of Association
The Annual General Meeting resolved on an amendment of the Articles of Association whereby the share capital in the Company shall amount to not less than SEK 7,000,000 and not more than SEK 28,000,000 and the number of shares shall amount to not less than 70,000,000 shares and not more than of 280,000,000 shares.
Furthermore, it was resolved to introduce a new section 11 in the Articles of Association which allows the General Meeting to be held in Västerås or Stockholm.
Approval of the resolution by the Board of Directors to issue new units consisting of shares and warrants with preferential rights for the shareholders
The Annual General Meeting resolved to approve the Board of Directors’ resolution of 15 May 2023, on issuance of units, in the form of new shares and warrants giving right to subscribe for new shares, with preferential rights for the shareholders. The issue comprises no more than 69,958,496 new shares and no more than 41,954,941 warrants of series TO2, which may be subscribed for and allotted together in the form of so called units where each unit consists of two (2) shares and one (1) warrant of series TO2. After the issue, the shares and the warrants will be separated. Two (2) warrants entitles to subscription of one (1) new share in the Company.
The shareholders of the Company shall have preferential rights to subscribe for units. For each share held on the record date, the shareholder receives one unit right, whereby one unit right entitles to subscribe for one unit. The record date for determining which shareholders shall be entitled to subscribe for units on a preferential basis shall be 16 June 2023.
In case not all units have been subscribed for, the Board of Directors shall decide that allotment of units subscribed for without unit rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot units to those who also subscribed for units based on unit rights, and in the event of over subscription, pro rata to their subscription based on unit rights. Secondly, the Board of Directors will allot units to those who subscribed for units without unit rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue.
Warrants may also, with deviation from the shareholders’ preferential rights, be subscribed for by underwriters in the rights issue that have chosen to receive compensation in the form of newly issued units.
The subscription price is SEK 1.60 per unit, corresponding to SEK 0.80 per share. The warrants are issued free of charge. In the case of full subscription, this provides issuing proceeds of approximately MSEK 56.
Subscription for units with or without unit rights shall be made during the period from 20 June 2023 until, and including 7 July 2023. The Board of Directors shall be entitled to extend the subscription period. Trading with unit rights is expected to take place during the period from 20 June 2023 until, and including 4 July 2023. Trading in BTU (Paid Subscribed Units) is expected to take place from 20 June 2023 until, around week 30 2023.
Authorisation for the Board of Directors to resolve on a new share issue
The Annual General Meeting resolved on authorisation for the Board of Directors to, within the limits of the applicable Articles of Association, with or without deviating from the shareholders' preferential rights, on one or more occasions during the period until the next Annual General Meeting, resolve on an increase in the Company's share capital through a new issue of shares in the Company.
Complete proposals regarding the Annual General Meeting's resolutions as above are available on the Company's website, www.realheart.se
This disclosure contains information that Real Heart is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information in this press release has been published through the agency of the contact persons set out below, at the time stated by Scandinavian Real Heart AB’s news distributor Cision upon publication of this press release.