Authorization to the board of directors to resolve on new issues
The board of directors proposes that the general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company’s share capital with maximum SEK 1,087,500 by an issue of maximum 8,700,000 shares. The board of directors shall be entitled to resolve on issues of shares with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off.
This authorization may only be used to issue shares to the sellers of the company Respiratory Motion, Inc (in accordance with agreements entered into by the Company regarding the acquisition of the company). The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, something which shall, however, take place in accordance with agreements entered into by the Company.
The reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to fulfill concluded agreements on the acquisition of Respiratory Motion, Inc.
It is proposed that CEO shall have the right to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
This authorization is a special authorization related to the acquisition mentioned above and shall not affect the general authorization proposed to the annual general meeting of the Company on May 18, 2022.
It was noted that all resolutions were adopted with the required majority.