Report from the Annual General Meeting of Surgical Science Sweden AB (publ)
Summary by AI BETAClose X
Surgical Science Sweden AB (publ) held its Annual General Meeting, approving financial statements for 2025 and discharging board members and the CEO from liability. No dividend will be paid for 2025, with available funds carried forward. The board members were re-elected, and Gisli Hennermark remains Chairman. A long-term incentive program was approved, involving 175,000 warrants with a potential dilution of 0.34 percent, exercisable between June 1, 2029, and July 31, 2029, with a subscription price set at 120 percent of the average volume-weighted closing price from May 22, 2026, to June 5, 2026. The meeting also authorized the board to issue shares up to 10 percent of the share capital and to acquire or transfer own shares, contingent on regulatory changes.
At Surgical Science Sweden AB (publ)'s Annual General Meeting today, the following, amongst other things, was decided:
- To adopt the company's and the group's income statements and balance sheets for the financial year 2025, as set out in the annual report. Those who served as Board members and CEO, respectively, were discharged from liability for the management of the company’s business for the financial year 2025.
- The Board of Directors' proposal for disposition regarding the company's profit was approved. No dividend will be paid for the financial year 2025 and the funds at the disposal of the Annual General Meeting will be carried forward.
- Re-election of Board members Gisli Hennermark, Roland Bengtsson, Jan Bengtsson, Thomas Eklund, Henrik Falconer, Elisabeth Hansson and Åsa Bredin, in accordance with the Nomination Committee's proposal. Gisli Hennermark was re-elected Chairman of the Board of Directors.
- Remuneration to Board members shall, in accordance with the Nomination Committee's proposal, be SEK 600,000 to the Chairman of the Board of Directors and SEK 200,000 to each of the other Board members, SEK 85,000 to the Chairman of the Audit Committee, SEK 45,000 to each of the other members of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee, and SEK 30,000 to each of the other members of the Remuneration Committee.
- Re-election, in accordance with the Nomination Committee's proposal, of the registered auditing company KPMG AB. The authorized public accountant Daniel Haglund will be auditor in charge.
- To adopt the Board of Directors' proposal to implement a long-term incentive program for executive management within the group. The program comprises 175,000 warrants corresponding to a dilution of 0.34 percent. To enable the incentive program, the Annual General Meeting also resolved to issue 175,000 warrants to Surgical Science Sweden AB (publ) and to approve transfer by Surgical Science Sweden AB (publ) of these warrants to participants of the program at market price at the time of transfer, or without consideration, as applicable. Each warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price of the share at the time of the utilisation of the warrant shall correspond to 120 percent of the Surgical Science share's average volume-weighted closing price during the period from and including May 22, 2026 to and including June 5, 2026. The warrants can be exercised by notification of subscription for new shares during the period from and including June 1, 2029 to and including July 31, 2029.
- Authorization for the Board of Directors, for the period up until the next Annual General Meeting and on one or more occasions, to resolve on the issue of shares, corresponding in total to no more than 10 percent of the share capital registered in the company at the time at which the decision is made to implement the issue.
- Authorization for the Board of Directors, for the period until the next Annual General Meeting, on one or more occasions, to resolve on the acquisitions and transfers of own shares. Acquisitions may be made of such a number of shares that Surgical Science Sweden AB (publ) holds no more than one-tenth of all outstanding shares in the company. The annual general meeting noted that the current regulations for Nasdaq First North Growth Market do not permit companies whose share is listed there to carry out acquisitions or transfers of own shares. The authorization is therefore intended to enable such acquisitions and transfers if and when regulatory changes occur or if the company’s share is admitted to trading on a regulated market where such acquisitions and transfers are permitted.
Gothenburg, Sweden, May 21, 2026
Surgical Science Sweden AB (publ)
The Board of Directors
The press release, in its entirety, is available through the attachment or via:
https://surgicalscience.com/investor-relations/#press-releases
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.
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