AGM Information • Apr 22, 2024
AGM Information
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The board of directors of Sedana Medical AB (publ) has resolved to convene an annual general meeting of shareholders to be held Wednesday, 22 May 2024. Further details on the proposals can be found in the notice convening the meeting, below.
The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website within the next few days.
The annual general meeting of Sedana Medical AB (publ) will be held on Wednesday, 22 May 2024 at 2:00 pm at Vendevägen 89, Danderyd. Registration begins at 1:30 pm.
Anyone wishing to attend the meeting must
Notification of attendance may be given by e-mail to [email protected], or in writing to the company at the address Sedana Medical AB (publ), Att: annual general meeting, Svärdvägen 3, 182 33 Danderyd. When giving notification please state your name or company name, personal ID or company registration number, address and daytime telephone number. See below for further information on the processing of personal data.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday, 14 May 2024. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Thursday, 16 May 2024, will be taken into account in the presentation of the share register.
Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the company's website, www.sedanamedical.com. The form of proxy may also be obtained from the company by e‑mail to [email protected]. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent documentary authority must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, forms of proxy, registration certificates and other documentary authority must be received by the company in good time before the meeting.
The nomination committee of the company proposes that the general meeting resolves mainly in accordance with the following:
paid in accordance with approved invoices within the frame of the quotation. (item 10).
The board proposes that no dividend shall be paid for the financial year 2023 and that the company's retained earnings and the share premium reserve shall be carried forward.
The board proposes that the annual general meeting resolves to approve the board's report on remuneration pursuant to Chapter 8, section 53 a of the Swedish Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)).
The board proposes that the general meeting resolves on an authorization for the board to, at one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon new share issues. By new share issue resolutions made by exercise of the authorization, with deviation from the shareholders' preferential rights, the company's share capital may not be increased by an amount exceeding ten percent of the share capital in the company at the time when the authorization is exercised for the first time. A new share issue resolved by exercise of the authorization may be made with or without stipulation regarding non-cash consideration, set-off or other conditions referred to in Chapter 13, section 5, first paragraph, item six of the Swedish Companies Act.
The objective of the authorization is to provide the board with flexibility in its work to ensure that the company can procure financing for the operations in an appropriate manner, to enable company or product acquisitions and to enable a broadening of the company's shareholder base.
The chair of the board, the CEO, or any person appointed by either of them, shall have the right to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).
The board proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives.
The CEO and the other members of senior management fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the general meeting. The guidelines do not apply to any remuneration decided or approved by the general meeting.
Sedana Medical AB (publ) is a pioneer medtech and pharmaceutical company focused on bringing inhaled sedation to intensive care. Sedana Medical AB (publ) conducts operations from the head office in Stockholm, Sweden and mainly operates in Germany, France, Spain, the Netherlands, the UK and Ireland. A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the members of senior management competitive remuneration. Long-term share-based incentive programs have been implemented in the
company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. For the same reason, the long term incentive program that the board has proposed the annual general meeting 2024 to adopt is also excluded. The programs encompass employees and consultants in the company. The programs contribute to the company retaining key personnel within the group and is expected to lead to increased motivation and an increased interest for the business and earnings development, which in the long term is expected to contribute to the company's long-term value creation, including its sustainability. More information about these programs, including criteria determining outcomes, are available on the company's website. Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration consists of a targetbased variable remuneration set in relation to the fixed annual cash salary. The variable cash remuneration may amount to a maximum of 75 percent of the fixed annual cash salary for the CEO and 50 percent for other senior management. For other members of senior management employed in Sweden, pension benefits, including health insurance, should be defined contribution. Variable cash remuneration shall not be pensionable. The pension premium for defined contribution pensions is based on the individual's age and fixed cash remuneration and shall amount to not more than 30 percent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance and company cars. Such benefits may amount to not more than ten percent of the fixed annual cash salary.
The pension commitments for members of senior management located outside Sweden must follow the market based terms of their respective countries. For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
The notice period may not exceed twelve months for the CEO and six months for other senior management if notice of termination of employment is given by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO's fixed cash salary for 18 months, and twelve months for other senior management. The notice period may not exceed twelve months without any right to severance pay when termination is made by the CEO. The notice period may not exceed six months without any right to severance pay when termination is made by the executive. Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than six months following termination of employment.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may be individualized quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.
In the preparation of the board's proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the board's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The board's tasks include deciding on guidelines for remuneration to executive management. The board shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The board shall also, in its capacity as remuneration committee, monitor and evaluate programs for variable remuneration to the executive management and the application of the guidelines for executive remuneration as well as the current remuneration structures and remuneration levels in the company. The CEO and the other members of the executive management do not participate in the board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
The board may resolve to temporarily derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
The proposal on remuneration guidelines to the annual general meeting 2024 mainly entail an adjustment of the maximum variable cash remuneration to the CEO. In all other material aspects, the proposed guidelines correspond to those resolved on by the annual general meeting 2023.
The board proposes that the general meeting resolves to adopt a performance-based incentive program ("LTI 2024") for certain employees in the Sedana Medical group ("Sedana Medical"). If the meeting adopts LTI 2024, the board intends to subsequently provide notice of target levels and results not later than at the annual general meeting in 2027.
The board believes that the implementation of a broad performance-based incentive programme focused on premiering growth while aiming towards profitability will be beneficial for Sedana Medical's ability to reach its strategic targets and will contribute to Sedana Medical's ability to retain and recruit employees.
Considering the above, the board proposes the implementation of LTI 2024 under which participants will be allotted performance-based share rights ("Performance rights") that can entitle the participants to obtain securities in Sedana Medical.
To be able to implement LTI 2024 in a cost-efficient and flexible manner, the board has considered various methods for delivery of shares to the participants under LTI 2024 and hedging the program's costs, such as a swap agreement with a third party, as well as transfer of warrants entitling to subscription of new shares. The board has also taken into consideration that delivery of shares or warrants under LTI 2024 will be made no earlier than 2027. To retain full flexibility, the board proposes that shares can be delivered with any of the above alternate methods (in accordance with the proposals in item 16 a and b), with the right for the board to combine or choose any of the methods.
A total of up to 25 Sedana Medical employees will be offered to participate in LTI 2024. The participants are divided into three groups and will be granted, free of charge, up to not more than 1,133,810 Performance rights, distributed in accordance with the following.
| Group | Category | No. of participants | Performance | Rights |
|---|---|---|---|---|
| per group | ||||
| Group 1 | CEO | 1 | 226,762 | |
| Group 2 | Group Management | 8 | 566,905 | |
| Group 3 | Other key employees | 16 | 340,143 |
A Performance Right entitles a participant in the program, for each held right, to acquire up to one share in the company for a price corresponding to SEK 26.33, which is 170 percent of SEK 15.49, the share's volume weighted average price during 20 trading days before 11 April 2024[1], provided that the below qualifying terms and conditions have been fulfilled. The company may fulfil its obligations towards the participants by transferring warrants issued in accordance with item 16 a) to the participants.
The participant must be an employee of Sedana Medical up until the announcement of the company's interim report for the first quarter of 2027, or if no such report is published, 1 June 2027 (the "Qualifying Period").
LTI 2024 is intended to be launched in close connection with the annual general meeting 2024. The board may decide to postpone the time at which a participant is requested to accept participation in the program if it is deemed appropriate, for example for new employees or to ensure that such participation can take place in accordance with applicable legislation. Depending on when the company's interim report for the first quarter of 2027 is published, this may mean that the Qualifying Period can be less than three years. However, Sedana Medical considers this to not affect the suitability of LTI 2024 since the purposes justifying the implementation of LTI 2024 are not affected by at what point during the year the participant agrees to participate in the program.
The outcome of LTI 2024 is conditional upon the company achieving a performance target with respect to average annual growth rate concerning net revenue for the financial years 2024, 2025 and 2026 (the "Performance Target"), excluding currency effects. The performance target has been determined by the company's board of directors taking into account the company's business plan and is deemed to be in line with market practice and appropriate. Detailed information on the Performance Target and the outcome of LTI 2024 will be provided during the first half of 2027.
If the Performance Target is not fully met, the participant's right to exercise their Performance Rights will be reduced gradually down to zero, depending on the extent the Performance Target is reached. The two levels that are measured are "Entry" and "Target". A Performance Right will not give right to any allotment if the performance falls below the Entry level and it will give right to the full allotment if the Target level is reached or exceeded, with linear allotment between them.
Participants are not entitled to transfer, pledge, or sell the Performance Rights, or to exercise any shareholder rights with respect to the Performance Rights, during the Qualifying Period.
The board is responsible for the structure and administration of LTI 2024 as well as the detailed terms and conditions which shall apply between the company and the participant under the program, within the scope of the terms and conditions and guidelines set forth herein. In conjunction with this, the board shall be entitled to establish different terms and conditions for the program regarding, among other things, the Qualifying Period and allotment, in the event of termination of assignment during the Qualifying Period under specific circumstances. The board shall also be entitled to make adjustments in order to fulfil specific rules or market conditions.
In certain cases, the board shall be entitled to reduce the final allotment or to terminate LTI 2024 early, in whole or in part, without payment of any compensation to the participants in the event of significant changes in the company or on the market or if it is otherwise deemed justified to take such an extraordinary measure.
The maximum number of Performance Rights which may be allotted under LTI 2024 is 1,133,810.
According to the specific conditions adopted by the board, the number of shares covered by LTI 2024 may be subject to recalculation due to bonus issue, reverse share split or share split, rights issue, or similar measures carried out by the company, taking into consideration customary practice for corresponding incentive programs. Recalculation may also be made so that extraordinary payments of dividends are taken into consideration. When exercising Performance Rights, a so-called net strike recalculation can be applied, in accordance with the complete terms and conditions of LTI 2024. This means that the expected dilution of LTI 2024 is lower than the maximum dilution set out below.
The maximum number of Performance Rights corresponds to approximately 1.14 percent of the currently outstanding shares in the company.
A total number of 1,490,053 warrants will be issued to enable allotment under the Performance Rights (1,133,810 warrants) and to hedge costs of LTI 2024 (356,243 warrants), which corresponds to 1.50 percent of the currently outstanding shares in the company.
The company has considered various options to enable allotment to the participants in LTI 2024 and to hedge the costs that may arise for the company in connection with the program. In order to maintain full flexibility, it is proposed that the board is entitled to choose between the alternatives set out below.
Through the annual general meeting's resolution regarding LTI 2024 under this item 15 and item 16 a), the board is entitled to enter into a swap agreement with a third party (e.g. a financial institution) in order to hedge certain costs for the program and to enable allotment to the participants.
In accordance with item 16 a), Sedana Medical is also proposed to issue 1,490,053 warrants in order to hedge the company's obligations under the mentioned swap agreement and/or for transfer to the participants in LTI 2024. Items 15 and 16 a) are conditional upon each other and it is proposed that the meeting resolves on them jointly. Resolutions in accordance with items 15 and 16 a) require that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
In accordance with item 16 b), it is also proposed that warrants may be transferred directly to the participants in LTI 2024. Through such a transfer, it will be possible for the company to fulfil its obligations towards the participants in LTI 2024, without incurring the costs associated with entering into a swap agreement. A resolution in accordance with item 16 b) requires that the proposal is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting.
As a result of the proposed delivery and cost-hedging measures (item 16 a and b), the company's liquidity is only expected to be impacted by administrative costs in relation to LTI 2024. The costs of the program are booked as personnel costs in the income statement during the Qualifying Period in accordance with IFRS 2 – Share-based payment. Social security contributions will be booked on the income statement according to UFR 7 during the Qualifying Period, in accordance with the above. The amount of these costs will be calculated based on the share price performance and the outcome of the qualifying terms and conditions during the Qualifying Period. Assuming (a) full participation in LTI 2024, (b) the complete fulfillment of the Performance Targets, (c) that none of the participants in LTI 2024 leave their employment in the company during the Qualifying Period, (d) a volatility of 45 percent and (e) a risk-free interest rate of 2.3 percent, the average yearly cost of LTI 2024 according to IFRS amounts to approximately SEK 940,000 before tax.[2] Under the assumptions above and assuming an annual price increase of 30 percent during the duration of the program, the annual cost of social security contributions would be SEK 920,000 (calculated based on social security contributions being 31.42 percent). The intention is that the cashflow effects of social security contributions shall be covered by the delivery and cost-hedging measures. The board estimates that the positive earnings' effects which are expected to be achieved through LTI 2024 will outweigh any costs related to LTI 2024.
LTI 2024 was initiated by the board of the company and has been prepared in consultation with Advokatfirman Lindahl KB.
As of the date of the annual general meeting, the company has three outstanding incentive programs in the form of warrant programs (incentive program of series 2020/2024, incentive program of series 2022/2025:1 and incentive program of series 2022/2025:2). For a description of the company's longterm incentive programs, please refer to the company's annual report for 2023 and to the company's website.
The board proposes that the general meeting resolves on a directed issue of a maximum of 1,490,053 warrants of series 2024/2027 with the right to subscribe for new shares in the company, mainly in accordance with the below proposal.
The reason for deviating from the shareholders' preferential rights is that the company wishes to implement LTI 2024.
The board proposes that the general meeting resolves to approve that the company, on one or more occasions, transfers warrants of series 2024/2027 to a third party to cover costs for LTI 2024 as well as entering into a swap agreement with a third party.
The board, or a person appointed by the board, shall be authorized to make the minor adjustments to the meeting's decision which may be deemed necessary in order to register the decision with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
The board proposes that the general meeting resolves to approve that the company, on one or more occasions, may transfer warrants of series 2024/2027 to the participants in LTI 2024 in accordance with the terms and conditions of LTI 2024.
A resolution under item 13 is valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
Resolutions under item 15 and item 16 a) are valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
A resolution under item 16 b) is valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Items 16 a) – b) are conditional upon the general meeting resolves in accordance with the board's proposal under item 15.
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company's website as from no later than Wednesday 1 May 2024 and will be sent immediately and without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances which may affect the assessment of the company's or subsidiaries' financial position and circumstances that may affect the company's relation to other companies within the group. Shareholders who want to submit questions in advance may do so in writing to Sedana Medical AB (publ), Att: annual general meeting, Svärdvägen 3, 182 33 Danderyd, or by way of e-mail at [email protected].
As per the day of this notice, the number of shares and votes in the company totals 99,336,960. All shares are of the same class and each share entitles to one vote at general meetings. The company does not hold any of its own shares.
For information on how your personal data is processed, please see http://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Danderyd in April 2024 Sedana Medical AB (publ) The board of directors
____________
Johannes Doll, CEO, +46 (0)76 303 66 66 Johan Spetz, CFO, +46 (0)730 36 37 89 [email protected]
Sedana Medical AB (publ) is a pioneer medtech and pharmaceutical company focused on inhaled sedation to improve the patient's life during and beyond sedation. Through the combined strengths of the medical device Sedaconda ACD and the pharmaceutical Sedaconda (isoflurane), Sedana Medical provides inhaled sedation for mechanically ventilated patients in intensive care.
Sedana Medical has direct sales in Benelux, France, Germany, Great Britain, the Nordics, and Spain. In other parts of Europe as well as in Asia, Australia, Canada, and South- and Central America, the company works with external distributors.
Sedana Medical was founded in 2005, is listed on Nasdaq Stockholm (SEDANA) and headquartered in Stockholm, Sweden.
[1] Which was the date on which the proposal was sent to the board for approval.
[2] The cost calculation may be affected by changes in the value of the Performance rights at the time of their allotment.
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