The Annual General Meeting in
Adoption of the annual report and the auditor's report, resolution regarding appropriation of the Company's results and discharge of liability for the Board of Directors and CEO
The Annual General Meeting resolved to adopt the balance sheet, income statement, consolidated income statement and consolidated balance sheet for 2022. Furthermore, it was resolved that no dividend will be distributed and disposable profits as of
Determination of fees to the Board of Directors and election of the Board of Directors and auditor
The Annual General Meeting resolved that the total Board remuneration shall amount to
The Annual General Meeting resolved that the Board until the end of the next Annual General Meeting will consist of the members
Resolution on guidelines for remuneration to senior executives and approval of remuneration Report
The Annual General Meeting approved the Board's report on remunerations.
Resolution to implement a long-term incentive scheme
The Annual General Meeting resolved, in accordance with the Board's proposal, to introduce a multiyear incentive program ("Program 9") consisting of employee stock options to be transferred to employees and consultants within the
The Employee Stock Options, after being vested in accordance with the above, can be exercised for acquisition of ordinary shares from the third anniversary of the grant date up until the seventh anniversary of the grant date.
Each Employee Stock Option granted entitles the holder to acquire one ordinary share in the Company at a strike price corresponding to 110 percent of the average of the volume-weighted share price of the Company's share measured over ten trading days prior to the grant date.
The principle for allocation is that each participant is granted a yearly allocation as a percentage of the base salary. Allocation is limited to not more than 500 per cent of the yearly base salary for the CEO, not more than 200 per cent of the yearly base salary to members of global senior management and not more than 100 per cent of the yearly base salary for other employees and consultants.
The number of Employee Stock Options under the Programs, including any options outstanding according to previous incentive programs, shall be limited in such way that the options at full dilution at any given time shall not exceed a dilution of 10 per cent of the total number of shares in the Company calculated on a fully diluted basis.
The Annual General Meeting resolved to authorize the Board to resolve on a directed issue and repurchase of a maximum of 88,312,600 class C shares in order to secure the Company's commitments according to all of the Company's outstanding incentive programs. The Annual General Meeting also resolved on the transfer of ordinary shares to the participants within the framework of Program 9.
Resolution on a reverse share split
The Annual General Meeting resolved on a reverse share split 1:100, whereby one hundred (100) existing shares becoming one (1) share. The resolution by the Annual General Meeting regarding the reverse share split is conditional upon the registration of the proposed amendments of the Articles of Association below with the Swedish Companies Registration Office. The resolution to implement a reverse share split shall furthermore be conditional upon the acceptance of
Resolution on an amendment of the articles of association
The Annual General Meeting resolved to amend the articles of association whereby the share capital shall amount to not less than
Resolution in respect of authorisation for the Board of Directors to resolve to issue shares, warrants and/or convertible bonds
The Annual General Meeting resolved to authorise the
Complete proposals regarding the Annual General Meeting's resolutions are available on
For more information, please contact:
Will Martin
President and Chief Executive Officer
ir@irras.com
About IRRAS
IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.
IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego,
IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).
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