Press release from Annual General Meeting of Cereno Scientific AB10 June, 2020
The Annual General Meeting of Cereno Scientific AB (“Cereno”) was held today 10 June 2020. A summary of the resolutions made is presented below. All resolutions were unanimous.
Adoption of income statement and balance sheet
The Meeting resolved to adopt the presented income statement and balance sheet.
Appropriation of earnings
The Meeting resolved to carry forward the profit available at the disposal of the Meeting in accordance with the Board’s proposal in the Annual Report and thus no dividends were paid for the 2019 financial year.
Discharge from liability
The Meeting resolved on the discharge from liability for Board members and the CEO.
Determination of number of Board members, deputy Board members and the number of auditors and determination of fees to the Board and auditors
The Meeting resolved that, for the period until the next Annual General Meeting is held, the Board is to comprise six members and two deputies and that fees to the Board are to be paid in the amount of SEK 141 900 to the Chairman, corresponding to three price base amounts; with SEK 94 600 to the Board member who is independent of the owners, corresponding to two price base amounts; with SEK 47 300 to the other Board members, corresponding to one price base amount per person. The Meeting also appointed an auditor and resolved that fees to the auditors are to be paid according to approved invoices.
Election of Board members, deputies and auditors
The Meeting resolved that Catharina Bäärnhielm, Klementina Österberg, Sverker Jern, Björn Dahlöf, Jonas Faijerson Säljö, and Anders Svensson be re-elected as Board members, of who the latter is the independent Board member, and that Niklas Bergh and Jan Pilebjer be re-elected as deputy Board members. The Meeting resolved that Frejs Revisorer AB, represented by Authorised Public Accountant Mikael Glimstedt, be re-elected as the company’s auditor.
Resolution on authorisation for the Board to decide on the new issue of shares and/or warrants and/or convertibles
The Meeting resolved to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to resolve on the new issue of shares and/or warrants and/or convertibles for cash payment and/or through contribution in kind, by set-off or otherwise on terms, and thus disapply shareholders’ preferential rights.
When such authorisation is utilised, the subscription price and other terms and conditions are to be market-based, taking into account market issue discounts where appropriate.
The number of shares that it will be possible to issue and the number of new shares that it will be possible to subscribe for under warrants and the number of shares to which convertibles carry entitlement to conversion are, on full subscription, full conversion and full exercise of the warrants, to total a maximum of a number that falls within the limits of the Articles of Association’s provisions on the number of shares.
The purpose of the authorisation and the reason for possibly disapplying shareholders’ preferential rights is to carry out issues in order to finance the company’s operations, commercialisation and development of the company’s products and/or acquisitions of operations, companies or parts of companies, and/or to broaden the ownership base of the company.
Resolution on adjustment authorization
The Meeting resolved to authorise the Board, the CEO, or the party appointed by the Board in its place, to make minor adjustments to resolutions made by the Meeting that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Gothenburg, 10 june 2020
Cereno Scientific AB (publ)
About Cereno Scientific AB
Cereno Scientific is developing a pipeline of preventive therapeutics to treat cardiovascular and rare diseases by epigenetic modulation through histone deacetylase inhibition (HDACi). The company’s lead program, CS1, is a phase II dual-acting antithrombotic drug aimed at venous thrombosis and stroke prevention for atrial fibrillation. Cereno Scientific also evaluates the potential of epigenetic modulation for rare diseases related to pulmonary fibrosis, thrombosis, inflammation and high blood pressure in the pulmonary circulation system. The FDA has granted ODD for the indication Pulmonary Arterial Hypertension (PAH) to the company’s lead compund CS1. Cereno Scientific also has a preclinical HDAC inhibitor development program. The company is located in AstraZeneca’s BioVenture Hub. Cereno Scientific’s B share has been listed on Spotlight Stock market since June 2016 with the ticker CRNO B, ISIN SE0008241558.