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Communique from annual general meeting in Mentice AB

Wednesday, April 27, 2022

An annual general meeting was held in Mentice AB on 27 April 2022. Below follows a summary of the resolutions made at the meeting.

Adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet and discharge from liability

At the annual general meeting the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet for 2021 were adopted. The meeting resolved to discharge each member of the board of directors alongside with the CEO from liability for the financial year of 2021.

Resolution on allocation of the company profit

The meeting resolved not to issue any dividend to the shareholders for the financial year of 2021 and to instead add the profit to the retained earnings of the company.

Election of board members, chairman of the board and accountant

The annual general meeting resolved that the board of directors shall consist of seven ordinary members with no alternate board members. The meeting resolved, to the board of directors, elect Lawrence D. Howell, David Ballard, Denis Gestin, Gösta Johannesson, Johann Koss and Eola Änggård Runsten and Magnus Nilsson as ordinary board members. More information regarding the members of the board of directors is presented on the company website, www.mentice.com.

Lawrence D. Howell was re-elected as chairman of the board up and until 30 December 2022 and Magnus Nilsson was elected as chairman of the board from 30 December 2022 up and until the annual general meeting of 2023.

The meeting resolved that the company shall have one accountant with no deputy accountant. The meeting elected KPMG AB as accountant for the company until the annual general meeting of 2023. It was noted that the certified auditor Johan Kratz shall be the main responsible auditor.

Resolution on remuneration to the members of the board of directors and accountant alongside with remuneration to the audit- and remuneration committees

The annual general meeting resolved on remuneration for the board members consisting of a fixed amount of in total SEK 1,300,000 to be paid to the members of board of directors, of which SEK 100,000 shall be paid to Johann Koss, SEK 170,000 shall be paid each to Gösta Johannesson, Eola Änggård Runsten and David Ballard and SEK 360,000 shall be paid each to Denis Gestin and Magnus Nilsson.

The meeting resolved that remuneration to the audit committee shall be SEK 40,000 for the chairman and SEK 20,000 for each other member. Remuneration to the remuneration committee was resolved to be SEK 40,000 for the chairman and SEK 20,000 to each other member.

Furthermore, the meeting resolved that the remuneration to the company’s accountant shall be paid in accordance with each approved invoice.

Resolution on the adoption of guidelines for remuneration to senior executives

The annual general meeting resolved to adopt guidelines for remuneration and other terms of employment for senior executives. The guidelines also apply to board members to the extent that they receive remuneration for services performed for the company or subsidiaries outside the board assignment.

Resolution to authorise the board of directors to issue new shares

The annual general meeting resolved to authorise the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares. The purpose of the authorisation is to provide the board of directors with flexibility with regards to financing of the company and its accelerated expansion of the group, its markets and products. The maximum number of shares to be issued under this authorisation shall not exceed 2,476,885 shares, implying a maximum dilution of equity of approximately 10 per cent of all outstanding shares in Mentice AB at the time of this resolution proposal.

The resolutions in their entirety

The resolutions in their entirety are available at the company’s webpage, www.mentice.com.

About Mentice AB

Mentice (www.mentice.com) is the world leader in software and hardware simulation solutions for endovascular therapies. Our solutions help healthcare professionals acquire, retain, and enhance their procedural skills driving improved productivity and outcome.

For additional information

Contact: Göran Malmberg, CEO Mentice AB
e-mail: goran.malmberg@mentice.com, tel: +46 (0) 703 09 22 22.

DELÅRSRAPPORT Q2 APRIL - JUNI 2022
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Mentice förvärvar Ankyras från det spanska företaget Galgo Medical S.L.
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Communique from annual general meeting in Mentice AB

Wednesday, April 27, 2022

An annual general meeting was held in Mentice AB on 27 April 2022. Below follows a summary of the resolutions made at the meeting.

Adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet and discharge from liability

At the annual general meeting the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet for 2021 were adopted. The meeting resolved to discharge each member of the board of directors alongside with the CEO from liability for the financial year of 2021.

Resolution on allocation of the company profit

The meeting resolved not to issue any dividend to the shareholders for the financial year of 2021 and to instead add the profit to the retained earnings of the company.

Election of board members, chairman of the board and accountant

The annual general meeting resolved that the board of directors shall consist of seven ordinary members with no alternate board members. The meeting resolved, to the board of directors, elect Lawrence D. Howell, David Ballard, Denis Gestin, Gösta Johannesson, Johann Koss and Eola Änggård Runsten and Magnus Nilsson as ordinary board members. More information regarding the members of the board of directors is presented on the company website, www.mentice.com.

Lawrence D. Howell was re-elected as chairman of the board up and until 30 December 2022 and Magnus Nilsson was elected as chairman of the board from 30 December 2022 up and until the annual general meeting of 2023.

The meeting resolved that the company shall have one accountant with no deputy accountant. The meeting elected KPMG AB as accountant for the company until the annual general meeting of 2023. It was noted that the certified auditor Johan Kratz shall be the main responsible auditor.

Resolution on remuneration to the members of the board of directors and accountant alongside with remuneration to the audit- and remuneration committees

The annual general meeting resolved on remuneration for the board members consisting of a fixed amount of in total SEK 1,300,000 to be paid to the members of board of directors, of which SEK 100,000 shall be paid to Johann Koss, SEK 170,000 shall be paid each to Gösta Johannesson, Eola Änggård Runsten and David Ballard and SEK 360,000 shall be paid each to Denis Gestin and Magnus Nilsson.

The meeting resolved that remuneration to the audit committee shall be SEK 40,000 for the chairman and SEK 20,000 for each other member. Remuneration to the remuneration committee was resolved to be SEK 40,000 for the chairman and SEK 20,000 to each other member.

Furthermore, the meeting resolved that the remuneration to the company’s accountant shall be paid in accordance with each approved invoice.

Resolution on the adoption of guidelines for remuneration to senior executives

The annual general meeting resolved to adopt guidelines for remuneration and other terms of employment for senior executives. The guidelines also apply to board members to the extent that they receive remuneration for services performed for the company or subsidiaries outside the board assignment.

Resolution to authorise the board of directors to issue new shares

The annual general meeting resolved to authorise the board of directors, until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares. The purpose of the authorisation is to provide the board of directors with flexibility with regards to financing of the company and its accelerated expansion of the group, its markets and products. The maximum number of shares to be issued under this authorisation shall not exceed 2,476,885 shares, implying a maximum dilution of equity of approximately 10 per cent of all outstanding shares in Mentice AB at the time of this resolution proposal.

The resolutions in their entirety

The resolutions in their entirety are available at the company’s webpage, www.mentice.com.

About Mentice AB

Mentice (www.mentice.com) is the world leader in software and hardware simulation solutions for endovascular therapies. Our solutions help healthcare professionals acquire, retain, and enhance their procedural skills driving improved productivity and outcome.

For additional information

Contact: Göran Malmberg, CEO Mentice AB
e-mail: goran.malmberg@mentice.com, tel: +46 (0) 703 09 22 22.