Cinclus Pharma Holding AB (publ) (Reg. No. 559136-8765) today, on 21 May 2026, held its Annual General Meeting. The complete proposals have previously been published and are available at the company's website, www.cincluspharma.com. Among others, the following resolutions were passed at the Annual General Meeting.
Discharge of liability, Board of Directors and auditors etc.
The Annual General Meeting resolved to discharge all members of the Board of Directors and the CEO from liability for their management of the company's affairs during the financial year 2025.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, that the Board of Directors shall consist of seven members with no deputy members. The Annual General Meeting resolved to re-elect Lennart Hansson, Wenche Rolfsen, Torbjörn Koivisto and Helena Levander and to elect Anders Lundström, Fredrik Johansson and David Armstrong as Board members for the period until the end of the next Annual General Meeting. The Annual General Meeting resolved to appoint Lennart Hansson as chairperson of the Board of Directors.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company's auditor, continuing with Lars Kylberg as the auditor in charge, for the period until the end of the next Annual General Meeting.
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, that fees to the Board of Directors for the period until the end of the next Annual General Meeting, shall be paid with the following distribution. The chairperson of the Board of Directors shall receive SEK 515,000 and each of the other Board members elected by the Annual General Meeting who do not take part in the company's day-to-day operations as a result of employment or consultancy assignment shall receive SEK 255,000. The chairperson of the audit committee shall receive SEK 50,000 and the other members of the audit committee shall receive SEK 25,000 each. Furthermore, the chairperson of the remuneration committee shall receive SEK 25,000 and the other members of the remuneration committee shall receive SEK 12,500 each.
It was further resolved, in accordance with the Nomination Committee's proposal, that the company's auditor shall be paid in accordance with agreed invoice.
Allocation of the company's result
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for the financial year 2025 and that the company's results shall be carried forward.
Remuneration report
The Annual General Meeting resolved to approve the remuneration report presented by the Board of Directors.
Authorization for the Board of Directors to resolve on new share issues
The Annual General Meeting resolved to authorize the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, resolve to issue new shares, warrants and/or convertibles. New shares, warrants and/or convertibles may be issued with or without preferential rights for the company's shareholders and payment may be made either in cash and/or by way of contribution in kind or set-off. The number of shares that may be issued pursuant to the authorization, the shares that may be issued upon subscription of new shares pursuant to warrants or the shares that may be issued upon exchange of convertibles may not exceed 20 percent of the total number of registered shares in the company the first time the authorization is used. When resolving on an issue with deviation from the shareholders' preferential rights and/or with provision for contribution in kind or set-off, the reason shall be that the company shall be able to raise capital for the company, to carry out strategically motivated collaborations or company acquisitions and to facilitate the implementation of issues in order to strengthen the company's financial position.
Resolution regarding long-term incentive program in the form of a performance share program
The Annual General Meeting resolved to adopt a long-term incentive program in the form of a performance share program ("Performance Share Program 2026/2029"). The Performance Share Program 2026/2029 covers a total of approximately 17 current and future employees of the Cinclus Pharma group. Participants in the Performance Share Program 2026/2029 must, in close connection with the participant joining the program, invest in the group by acquiring ordinary shares in Cinclus Pharma Holding AB (publ) ("Investment Shares"). For each Investment Share, participants have the opportunity, provided certain conditions are met, to receive one (1) ordinary share free of charge under the Performance Share Program 2026/2029 and, in addition, provided that certain performance conditions are met, the CEO is entitled to a maximum of six (6) additional ordinary shares and other participants to a maximum of four (4) additional ordinary shares free of charge in accordance with the terms set forth in the notice.
The Annual General Meeting resolved, in order to ensure delivery of shares in accordance with the Performance Share Program 2026/2029 as well as to cover any social security contributions, to authorize the Board of Directors to decide on a directed issue of Class C shares and repurchase issued Class C shares as well as resolved to transfer treasury ordinary shares to participants in the Performance Share Program 2026/2029 and in the market.
For additional information, please contact:
Christer Ahlberg, CEO
Phone: +46 70 675 33 30
e-mail: christer.ahlberg@cincluspharma.com
Henrik Vikström, IR
Phone: +46 70 952 80 06
e-mail: henrik.vikström@cincluspharma.com
About Cinclus Pharma
Cinclus Pharma Holding AB (publ) is a late-stage clinical pharmaceutical company developing drugs for the treatment of acid-related diseases and disorders of the upper gastrointestinal tract. The company's leading drug candidate is linaprazan glurate, a prodrug of P-CAB linaprazan, which was originally developed by AstraZeneca. Linaprazan glurate has the potential to heal erosions in the esophageal mucosa and relieve symptoms of gastroesophageal reflux disease (GERD) more effectively than current treatments like proton pump inhibitors (PPI). The safety and efficacy of linaprazan and linaprazan glurate have been documented in over 30 phase I and two phase II studies involving more than 3,000 participants. The first Phase III study commenced in 2025. GERD affects approximately 133 million adults in the US and EU, and there is a significant need for new drugs to treat the most severe cases: around 10 million patients. Linaprazan glurate is developed to meet these needs. For more information, visit www.cincluspharma.com.
