Simris Group AB (publ), reg. no. 556841-9187 (the "Company"), held its annual general meeting on 28 May 2025. Below follows a summary of the resolutions that were passed at the general meeting.
Income statements and balance sheets, disposition of the Company's profit or loss and discharge from liability
The general meeting resolved to adopt the income statement and balance sheet for the fiscal year 2024 as presented in the annual report. Furthermore, the general meeting resolved, in accordance with the board of directors' proposal, that no dividend shall be paid and that the amount available at the general meeting's disposal should be carried forward to a new account.
Additionally, the general meeting resolved to grant discharge from liability to the board members and the managing director for their administration of the Company's affairs during the previous fiscal year.
Determination of fees for the board and auditors
The general meeting resolved that remuneration to non-employed board members elected by a general meeting shall be paid in the amount of SEK 140,000 to the chairman of the board and SEK 70,000 to each of the other board members. For any additional work in addition to customary board work, board members shall be able to receive consulting fees on market terms.
The general meeting resolved that fees to the Company's auditor shall be paid according to approved invoices in accordance with customary charging principles.
Election of the board of directors and auditors
The general meeting resolved that the board shall consist of five (5) members without deputies. Furthermore, the general meeting resolved to re-elect Jonathan Royce, Magnus Högström and Frank Puccio as board members and to elect Richard Todd and Hadrien Forterre as new members of the board.
Richard Todd holds a Master of Science in Immunology and a Master of Business Administration from Imperial College and the University of Birmingham. Richard currently serves as a Process Development and Digital Training Fellow at the University of Birmingham.
Hadrien Forterre holds a Master of Laws from University Paris Nanterre and Duke University, and a Master of Business Administration from Columbia University. Hadrien currently also serves as vice president and general counsel at Pathify.
The general meeting also resolved that the Company shall have an authorised public accounting firm without deputies and to re-elect the Company's auditor Ernst & Young AB. Ernst & Young has announced that Peter Gunnarsson will continue as auditor in charge.
Amendment of the articles of association
The general meeting resolved to increase the Company's permitted minimum share capital from SEK 3,000,000 to SEK 5,500,000 and to increase the Company's permitted maximum share capital from SEK 12,000,000 to SEK 22,000,000 by amending § 4 of the articles of association.
The general meeting further resolved to increase the permitted minimum number of shares in the Company from 340,000,000 shares to 625,000,000 shares and to increase the permitted maximum number of shares in the Company from 1,360,000,000 shares to 2,500,000,000 shares by amending § 5 of the articles of association.
Authorisation for the board to decide on issue of shares, convertibles and/or warrants
The general meeting resolved to authorise the board of directors to, on one or more occasions, during the period until the next annual general meeting, decide to increase the Company's share capital. The increase in the share capital may take place through a new issue of series B shares and/or convertibles and/or warrants that entitles the conversion or new subscription of series B shares. The board of directors shall be able to decide on such an issue with a deviation from the shareholders' preferential rights and/or with provision for cash payment or payment in kind or set-off. Issuance in accordance with this authorisation must take place at the market subscription price. The board of directors shall have the right to determine the conditions in general for the issue in accordance with this authorisation and who shall have the right to subscribe for new shares, convertibles and/or warrants.
Resolution to extend loan agreements
The general meeting resolved, in accordance with the board of directors' proposal, to extend the loan agreements entered into with Frank Puccio amounting to EUR 50,000, Royce CoLabs AB, a company controlled by Jonathan Royce, amounting to EUR 10,000, Magnus Högström amounting to EUR 30,000, Arminnovate Ltd, a company controlled by Dr Alexis Roberts-McIntosh, amounting to EUR 20,000 and Christoffer Tell AB, a company controlled by Christoffer Tell, amounting to EUR 30,000 for a total loan amount of EUR 140,000 and to authorise the board of directors to execute the extension of the loan agreements until 31 March 2026.
Contact Details:
Dr Alexis Roberts-McIntosh
CEO Simris Group AB
Email: ir@simris.com
Mobile: +44 (0) 7940 585298
www.simrisgroup.com
About Simris Group AB (PUBL):
Simris Group is a biologics company identifying and commercialising high value, natural, biologically active compounds found in microalgae and cyanobacteria to extract for applications in biopharmaceuticals, dietary supplements and cosmetics.
Simris Group's shares are traded on the Nasdaq First North Growth Market with the short name SIMRIS and ISIN code SE0008091664.
Certified Adviser is Amudova AB, telephone: 08-546 017 58, email: info@amudova.se.
