Ziccum

Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2023 as well as the balance sheet as of 31 December 2023. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2023.

Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2023 and that the results of the Company shall be carried forward.

Board of Directors and auditor
The AGM resolved, in accordance with the Nomination Committee’s proposal, on re-election of Mikaela Bruhammar, Andreas Pettersson Rohman and Per Gerde and election of Jonas Ekblom and Valentina Screpanti Sundquist as board members. Jonas Ekblom was elected as the chairman of the Board of Directors. The AGM elected the audit firm Öhrlings PricewaterhouseCoopers AB as auditor.

The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee’s proposal. The AGM furthermore resolved in accordance with the Nomination Committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoice.

Nomination Committee for the next Annual General Meeting
The AGM resolved, in accordance with the Nomination Committee’s proposal, that the principles for appointing the Nomination Committee adopted at the AGM of 2022 shall apply also for the AGM to be held in 2025.

Resolution on issue authorization
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, at one or several occasions and for the period up until the next AGM, resolve to increase the Company’s share capital by issuing new shares, convertibles or warrants. Such issue resolution may be carried out with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The number of shares that can be issued, or, in case of issuance of convertibles or warrants, added after conversion or exercise, with the support of authorization shall be limited to 40 percent of the number of outstanding shares at the time of this AGM.

The reason for deviating from the shareholders’ pre-emption rights is to increase the Company’s financial flexibility and the Board of Directors’ scope of action as well as to be able to complete the financing arrangement with Global Corporate Finance, which the Company announced in a press release on 22 January 2024, in a manner favorable to the shareholders. If the Board of Directors decides on an issue deviating from the shareholders’ pre-emption rights, the reason shall be to enable widening of the ownership circle, to acquire or enable the acquisition of working capital (for example by completing the financing arrangement with Global Corporate Finance), to increase the liquidity of the share, to carry out company acquisitions or to acquire or enable the acquisition of capital for company acquisitions.

Incentive program for members of the Board of Directors
The AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt an incentive program for members of the Board of Directors elected at the AGM 2024 consisting of qualified employee stock options. In short, the incentive program includes an issue of not more than 100,000 qualified employee stock options. The AGM furthermore resolved on an issue of not more than 100,000 warrants to ensure delivery of warrants to the participants. Each qualified employee stock option entitles the holder to, free of charge, acquire a warrant entitling the holder to subscribe for one (1) share in the Company during the period from 1 July 2027 up to and including 14 July 2027 at a subscription price corresponding to the quota value of the share.

Incentive program for employees
The AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt an incentive program for certain employees consisting of qualified employee stock options. In short, the incentive program includes an issue of not more than 372,000 qualified employee stock options. The AGM furthermore resolved on an issue of not more than 372,000 warrants to ensure delivery of warrants to the participants. Each qualified employee stock option entitles the holder to, free of charge, acquire a warrant entitling the holder to subscribe for one (1) share in the Company during the period from 1 November 2027 up to and including 14 November 2027 at a subscription price corresponding to the quota value of the share.

Amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association. In addition to editorial changes, amendments were made in order to (i) change the business object to better reflect the object of the Company and (ii) enable the Company to hold digital general meetings following a legislative amendment in the Swedish Companies Act that allows for digital general meetings.

For further information, please contact:
Ann Gidner, CEO, Ziccum AB (publ)
Tel: +46 722 14 01 41
E-mail: gidner@ziccum.com