Bulletin from the Annual General Meeting of Redsense Medical AB (publ) on May 28, 2025
Redsense Medical AB (publ) ("Redsense Medical" or the "Company") held its Annual General Meeting (the "AGM") on Wednesday May 28, 2025, in Halmstad, at which the following main resolutions were adopted. All resolutions were passed with the required majority. For detailed information regarding the content of the resolutions, please refer to the notice of the AGM and the complete proposals available on the Company's website, www.redsensemedical.com.
Appropriation of the result
The AGM resolved, in accordance with the Board of Directors' amended proposal, that the distributable funds shall be allocated so that SEK 47,318,347 shall be carried forward.
Discharge from liability for the members of the Board of Directors and the CEO
The AGM resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2024.
The Board of Directors and the auditor
The AGM resolved, in accordance with the Nomination Committees' proposal, to re-elect Susanne Olauson and Martin Roos, and to elect Mike Griffiths and Johannes Köpple as Directors for the period until the end of the next AGM. Furthermore, the AGM elected Susanne Olauson as Chair of the Board for the period until the end of the next AGM.
More information about elected board members is available on the Company's website, www.redsensemedical.com.
The AGM resolved, in accordance with the Nomination Committees' proposal, to re-elect the registered audit Company KPMG AB as auditor, with the authorized accountant Andreas Johansson as the auditor-in-charge.
As remuneration to the Board of Directors for the period until the next AGM, the AGM resolved, in accordance with the Nomination Committees' proposal, that remuneration shall be paid with SEK 250,000 to the Chairman of the Board and SEK 125,000 to each of the other Board members.
The AGM resolved, in accordance with the Nomination Committees' proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.
Issue authorization
The AGM resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or more occasions and with or without deviation from the shareholders' preferential rights, up to the next AGM, decide on issues of shares, warrants, and/or convertibles. By decision supported by the authorization, a maximum number of shares may be issued in the event of a new issue of shares, through the exercise of warrants and/or when converting convertibles, that corresponds to 20 percent of the total number of outstanding shares in the Company at the time when the authorization is exercised for the first time.
Employee options (LTI 2025)
The AGM resolved, in accordance with the Board of Directors' proposals, on a performance-based employee stock option program (LTI 2025) covering 8 employees (including a small number of consultants) in the Company and consists of performance shares whose vesting period runs until the publication of the Company's interim report for the first quarter of 2028, or, if no such report is published, on June 1, 2028.
To secure the delivery of shares in LTI 2025 and cover the Company's costs for the program, the AGM also resolved on a directed issue of up to 164,448 warrants (series 2025/2028) to the Company. Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to the share's quota value (0.1 SEK). Furthermore, it was resolved that the Company is to enter into a swap agreement with a third party with the purpose that the third party, on one or more occasions, transfers shares to the participants in LTI 2025.