Stockholm, 22 May 2025. Today, BioArctic AB (publ) (Nasdaq Stockholm: BIOA B) held its Annual General Meeting in Stockholm today, whereby the following resolutions were made.
Adoption of the income statement and the balance sheet: allocation of result
The Annual General Meeting adopted the income statement and balance sheet for the company and for the group in accordance with the submitted accounting documents and resolved to allocate the funds available to the general meeting in accordance with the board of directors' proposal, i.e. that the available funds of SEK 889,598,575 shall be carried forward in its entirety. The resolution entails that no dividend is paid for the financial year 2024.
Discharge from liability
The Annual General Meeting resolved to discharge the board of directors and the CEO from liability for the financial year 2024.
The board of directors and the remuneration of the board of directors
The ordinary members Eugen Steiner, Cecilia Edström, Pär Gellerfors, Lars Lannfelt, Lotta Ljungqvist, Mikael Smedeby and Anna-Lena Engwall were re-elected as ordinary board members, each for a term of office extending to the end of the next Annual General Meeting. Eugen Steiner was re-elected as chairperson of the board of directors.
The Annual General Meeting resolved on remuneration of the board of directors and remuneration for the work in the committees as follows: SEK 830,000 to the chairperson of the board of directors, SEK 300,000 to each of the other ordinary board members that are not employed by the company, SEK 110,000 to the chairperson of the audit committee, SEK 65,000 to each of the other members of the audit committee that are not employed by the company, SEK 70,000 to the chairperson of the remuneration committee and SEK 40,000 to each of the other members of the remuneration committee that are not employed by the company.
The auditor and the remuneration for the auditor
The Annual General Meeting resolved to re-elect the registered auditor firm Grant Thornton Sweden AB as auditor for the company for the time until the end of the next Annual General Meeting. Grant Thornton has informed the company that the authorised auditor Therese Utengen will continue as auditor in charge. The remuneration to the auditor shall be paid against approved invoice.
Remuneration report regarding the financial year 2024
The Annual General Meeting resolved to approve the remuneration report regarding the financial year 2024.
Authorisation for the board of directors to resolve on issues of new shares, warrants and/or convertibles
The Annual General Meeting resolved to authorise the board of directors to resolve on issues of new shares, warrants and/or convertibles in accordance with the board of directors' proposal. The resolution entails that the board of directors is authorised to, whether on one or several occasions, resolve on issue of new shares, warrants and/or convertibles. The board of directors shall have the mandate to adopt resolutions on issues with or without deviation from the shareholders' pre-emption rights and with or without a provision of an issue in kind or an issue by way of set-off or other terms. However, the board of directors shall not be authorised to adopt resolutions that result in an increase of the share capital of the Company of more than ten (10) percent in relation to the share capital of the Company at the time of the authorisation first being utilised.
Incentive program
The Annual General Meeting resolved to introduce an incentive program for the company's employees and resolved on hedging arrangements for the incentive program in accordance with the board of directors' proposal. The program is a three-year incentive program under which the participants will be awarded a maximum of 210,000 performance-based share units (PSUs) which, provided that certain conditions are met, entitle the participants to receive B-shares free of charge.
The right to receive B-shares, is conditioned upon (i) that the PSUs are vested, i.e. as a general rule that the participant continues to be employed in the group during a period of three years after the allotment of the PSUs, and (ii) that the performance conditions are met. The performance conditions include (i) conditions regarding the accumulated total shareholder return (TSR) (the TSR condition), (ii) one or more operational targets relating to the company's research and development and/or partnerships and established by the board of directors (the operational conditions), and (iii) one or more sustainability-related targets set by the board of directors (the sustainability conditions).
Fulfilment of the performance criteria shall be assessed as of the Vesting Date. The TSR condition is fulfilled if the accumulated total shareholder return (shareholder return in the form of share price appreciation together with the reinvestment of any dividends) of the company's B-shares on Nasdaq Stockholm is at least 30 percent during the measurement period of the incentive program. The board of directors may resolve that the TSR condition shall be adjusted in the event of a share split or reverse share split or other similar corporate events.
In order to secure delivery of shares within the program and finance the company's costs for the program, the Annual General Meeting resolved on hedging arrangements with the right for the board of directors to combine or select one or several of the hedging arrangements in accordance with the board of directors' proposal. The Annual General Meeting resolved on the following hedging arrangements i) approval of transfer of not more than 210,000 acquired B-shares in the company free of charge to participants the program, ii) an authorisation for the board of directors to resolve on acquisition of not more than 495,000 shares in the company and iii) a directed issue of not more than 276,000 warrants and approval of transfer of warrants to ensure delivery within the program and to dispose of the warrants in order to cover costs related to, or fulfil obligations occurring under, the program. If the board of directors resolves to exercise all warrants for delivery of shares within the program or to finance the company's costs for the incentive program, the dilution effect will amount to 0.31 percent of the number of outstanding shares and 0.13 percent of the number of votes.
The information was released for public disclosure, through agency of the contact person below, on 22 May 2025 at 18:20 CET.
For further information, please contact:
Anders Martin-Löf, CFO
Phone: +46 70 683 79 77
E-mail: anders.martin-lof@bioarctic.com
Charlotte af Klercker, Senior Director Sustainability and Communications
Telephone: +46 73 515 09 70
E-mail: charlotte.afklercker@bioarctic.com
About BioArctic AB
BioArctic AB (publ) is a Swedish research-based biopharma company focusing on innovative treatments that can delay or stop the progression of neurodegenerative diseases. The company invented Leqembi® (lecanemab) - the world's first drug proven to slow the progression of the disease and reduce cognitive impairment in early Alzheimer's disease. Leqembi has been developed together with BioArctic's partner Eisai, who are responsible for regulatory interactions and commercialization globally. In addition to Leqembi, BioArctic has a broad research portfolio with antibodies against Parkinson's disease and ALS as well as additional projects against Alzheimer's disease. Several of the projects utilize the company's proprietary BrainTransporter technology, which has the potential to actively transport antibodies across the blood-brain barrier to enhance the efficacy of the treatment. BioArctic's B share (BIOA B) is listed on Nasdaq Stockholm Large Cap. For further information, please visit www.bioarctic.com.
