Episurf Medical AB (publ) has held an Annual General Meeting (the "Meeting") on Monday, 25 May 2026. The Meeting resolved in all parts in accordance with the Board of Directors' and the Nomination Committee's proposals.
Adoption of the income statement and the balance sheet
The Meeting adopted the income statement and the balance sheet of the parent company and the group for the financial year 2025.
Dividend
The Meeting resolved that no dividend is to be distributed for the financial year 2025.
Board of Directors
The Meeting discharged the members of the Board of Directors and the CEOs from liability for the financial year 2025.
The Meeting resolved that the Board of Directors shall consist of seven (7) board members and resolved to re-elect the current board members Jens Andersson, Ulf Grunander, Lars Lönnquist and Leif Ryd, and to elect Ilija Batljan, Eric Fischbein and Rosel Ragnarsson, as board members for the period up until the end of the next Annual General Meeting. Lars Lönnquist was elected as Chairman of the Board of Directors. Ilija Batljan was elected as Vice Chairman.
Remuneration to the Board of Directors and the auditor
The Meeting resolved that the remuneration to the members of the Board of Directors shall be the following:
- The Chairman of the Board of Directors: SEK 400,000.
- The Vice Chairman: SEK 200,000.
- Each of the other members of the Board of Directors: SEK 200,000.
- The Chairman of the Audit Committee: SEK 40,000.
- Each of the other members of the Audit Committee: SEK 25,000.
- Each of the members of the Remuneration Committee: SEK 25,000.
Remuneration to the auditor was resolved to be paid in accordance with approved invoice.
Auditor
The Meeting resolved to elect Öhrlings PricewaterhouseCoopers AB as the company's auditor until the end of the next Annual General Meeting, with the authorised auditor Tobias Stråhle as the auditor in charge.
The Nomination Committee
The Meeting resolved in accordance with the Nomination Committee's proposal on the procedures for appointing the Nomination Committee and on the adoption of an updated instruction for the Nomination Committee.
Remuneration report
The Meeting resolved to approve the Board of Directors' remuneration report.
Resolution on guidelines for remuneration to senior executives
The Meeting resolved to approve the updated guidelines for remuneration to senior executives.
Authorisation for the Board of Directors to resolve on issues, with or without deviation from the shareholders' pre-emption rights
The Meeting resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, to resolve on new issues of shares, convertibles and/or warrants in accordance with the Board of Directors' proposal.
Approval of amendment of the articles of association and authorisation for the Board of Directors in relation to the Mofast Acquisition
The Meeting resolved to approve an amendment to the articles of association, regarding the limits for the share capital and the number of shares, in order to enable the issues of shares and/or convertibles that the Board of Directors intends to resolve upon by virtue of the authorisation from the Meeting, to complete the acquisition of Bolaget XX22 AB, and its wholly owned subsidiary Mofast Invest II AB, as well as a number of indirect subsidiaries from Mofast AB (Publ) (the "Mofast Acquisition"). The Mofast Acquisition is described in more detail in the press release announced by the company on 2 April 2026.
The Meeting also resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, to resolve on issues of Class B shares and/or convertibles convertible into Class B shares. The authorisation may only be utilised to complete the Mofast Acquisition and to fulfil the company's obligations under the Mofast Acquisition.
Approval of amendment of the articles of association and authorisation for the Board of Directors in relation to the KlaraBo Acquisition
The Meeting resolved to approve an amendment to the articles of association, regarding the limits for the share capital and the number of shares, in order to enable the issue of shares that the Board of Directors intends to resolve upon by virtue of the authorisation from the Meeting, to complete the acquisition of KlaraBo Empire Holding AB from KlaraBo Empire Top Holding AB (the "KlaraBo Acquisition"). The KlaraBo Acquisition is described in more detail in the press release announced by the company on 26 January 2026.
The Meeting also resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, to resolve on issues of Class B shares. The authorisation may only be utilised to complete the KlaraBo Acquisition and to fulfil the company's obligations under the KlaraBo Acquisition.
Authorisation for the Board of Directors in relation to the Frusipe Acquisition
The Meeting resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, to resolve on issues of Class B shares, warrants entitling to subscription of Class B shares and/or issue of convertibles convertible into Class B shares in order to complete the acquisition of Frusipe Intressenter Target 1 AB from Frusipe Intressenter Holding AB (the "Frusipe Acquisition"). The Frusipe Acquisition is described in more detail in the press release announced by the company on 30 December 2025. The authorisation may only be utilised to complete the Frusipe Acquisition and to fulfil the company's obligations under the Frusipe Acquisition.
For further details, please contact:
Jens Andersson, CEO, Episurf Medical
Tel: +46 (0) 768 55 67 02
Email: jens.andersson@episurf.com
About Episurf Medical
Episurf Medical is a real estate company with exposure to a diversified portfolio of property assets. The company's objective is to create value growth through the acquisition and management of Nordic properties. The company also has a medical technology business based on the patient-specific implant Episealer® and associated surgical instruments, used to treat cartilage damage in joints. Episurf Medical's head office is located in Stockholm, Sweden.
