Bulletin from the Annual General Meeting of CellaVision AB (publ) held on 29 April 2010
(Thomson Reuters ONE) -
The CellaVision Annual General Meeting (AGM) convened earlier today in Lund,
April 29 2010, and resolved as follows:
Appropriation of profit/loss etc.
The Annual General Meeting resolved to adopt the income statement and balance
sheet, and the consolidated income statement and consolidated balance sheet. It
was further resolved that no dividend will be distributed for the 2009 financial
year.
Discharge from liability for the members of the Board of Directors and the
President and CEO
The Annual General Meeting granted discharge from liability for the members of
the Board of Directors and the President and CEO for the 2009 financial year.
Board of Directors and remuneration
Lars Gatenbeck, Christer Fåhraeus, Torbjörn Kronander, Sven-Åke Henningsson and
Niels Freiesleben were re-elected and Anna Malm Bernsten was newly elected to
the Board of Directors. Lars Gatenbeck was re-elected as Chairman of the Board
of Directors. Remuneration will be payable to the Board of Directors of SEK
200 000 to the Chairman of the Board and SEK 100 000 to each of the other
members of the Board of Directors. Remuneration to the auditor will be payable
in accordance with the approved invoice.
Guidelines for the Nomination Committee
The Annual General Meeting's resolution concerning instructions for the
appointment of a Nomination Committee implies the following in summary. The
Nomination Committee shall consist of four members. The three largest
shareholders in terms of voting power will appoint one member each. The members
thus appointed, together with the Chairman of the Board of Directors, shall
constitute the Nomination Committee. The Nomination Committee shall thereafter
appoint a chairman from among its members. Changes in the composition of the
Nomination Committee may be made because a shareholder that has appointed a
member of the Nomination Committee is no longer one of the three largest
shareholders of the company. Such a member, if the Nomination Committee deems it
appropriate, may be replaced by a new member appointed by the shareholder that
at the time is the largest registered shareholder in terms of voting power that
is not already represented on the Nomination Committee. If a member of the
Nomination Committee ceases to represent the shareholder that appointed the
member before the duties of the Nomination Committee are completed, this member,
if so resolved by the Nomination Committee, shall be replaced by a new member
appointed by the shareholder.
Guidelines for remuneration to senior management
The Annual General Meeting resolved to adopt the guidelines proposed by the
Board of Directors for remuneration to senior management. Remuneration consists
of fixed salary, variable remuneration, pension and other remuneration. Fixed
salary plus variable salary together constitute the individual's target salary.
Altogether the above components constitute the individual's total remuneration.
The fixed salary is based on factors such as the individual's areas of
responsibility and experience and is to be reviewed annually. The variable
salary shall be based on achievement of quantitative and qualitative targets
linked to business performance. For the President and CEO the variable component
of the target salary may be a maximum of 33 per cent of fixed salary. For other
senior management the variable component changes depending on position and
contract and may be a maximum of 25 per cent of fixed salary. Pension terms and
conditions shall be on commercial terms and the pensionable age shall be 65
years. Termination salary and severance pay for management shall not together
exceed more than twelve months remuneration. Management holding a position as
member or alternate in a group company board of directors shall not receive any
separate board fee for this. The Board of Directors may deviate from the
guidelines if there are special grounds for this in an individual case.
Authorisation for the Board of Directors to issue shares, warrants or
convertibles
The Annual General Meeting resolved to authorise the Board of Directors, on one
or more occasions before the next Annual General Meeting, with or without
deviation from the shareholders' pre-emption right, to decide on a new issue of
shares or issue of convertibles or warrants. In accordance with the decision of
the Board of Directors, payment may be in cash, by set-off, by non-cash
consideration or otherwise on terms referred to in Chapter 2, Section 5, second
paragraph, points 1-3 and 5 of the Swedish Companies Act. The total number of
newly issued shares, together with the number of shares that convertibles and
warrants issued give the right to shall together amount to a maximum of
3 000 000 shares. The reason for deviation from pre-emption rights shall be to
acquire or enable acquisition of working capital for expansion or company
acquisitions. For issues without shareholders' pre-emption rights the
subscription price shall be set at market price at the time of the resolution
concerning the issue.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend the provisions of the Articles of
Association concerning notice to attend a general meeting of shareholders, to
the effect that the notice shall be given by advertisement in the Swedish
Official Gazette and on the company's website. The fact that notice to attend
has been given shall be published in Svenska Dagbladet or, if publication of
Svenska Dagbladet ceases, in Dagens Nyheter. The amendment is conditional on an
amendment to the provisions of the Swedish Companies Act concerning the manner
of notification of a general meeting of shareholders having come into force.
The resolutions of the Annual General Meeting referred to above are in line with
proposed resolutions presented in the notice and complete proposals to the
Annual General Meeting. More detailed information concerning the resolutions
passed at the general meeting of shareholders will be available on the company's
website, www.cellavision.se.
Lund, 29 April 2010
CellaVision AB (publ)
Board of Directors
CEO Yvonne Mårtensson's address to the meeting is available
atwww.cellavision.com
For more information, please contact:
Lars Gatenbeck, Chairman of the Board, CellaVision AB.
Tel: +46 70 535 44 44. E-mail:lars.gatenbeck(at)lifeequity.se
Yvonne Mårtensson, CEO, CellaVision AB.
Tel: +46 708 33 77 82. E-mail:yvonne.martensson(at)cellavision.com
About CellaVision
CellaVision AB develops, markets, and sells market leading image analysis based
systems for routine analysis of blood and other body fluids. The company has a
core competence in development of software and hardware for automatic image
analysis of cells and cell changes for applications in health and medical care.
The company develops and markets systems for automatic differentials of white
blood cells and red morphology, and software for education and quality assurance
of differentials. The company's associates have expertise in advanced imaging
analysis, artificial intelligence, and automated microscopy.
The company headquarters are in Lund, Sweden. The company also has subsidiaries
in the US, Canada and Japan. For more information, please
visitwww.cellavision.com
CellaVision's share is listed on First North Premier at the OMX Stockholm Stock
Exchange. The company's Certified Advisor is Remium AB.
[HUG#1410026]
Unternehmensinformation / Kurzprofil:
Datum: 29.04.2010 - 19:06 Uhr
Sprache: Deutsch
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