Shareholders' Information Page
Welcome to the Shareholders' information page of RESPINOR. Here, you will find valuable information to our shareholders and how to connect with our team.
We have an ongoing capital raise of 10 Mn EUR in one or several tranches which we aim to close by 1Q 2024.
Investor Relations:
Our Investor Relations team is here to assist shareholders and the investment community. For inquiries related to shares, annual reports, financial results, or any other investor-related matters, please contact us using the information below:
RESPINORs Investor Relations Team:
Trude Tingvoll, CEO
Emal: t.tingvoll@respinor.com
Phone: +47 474 53 313
Herman Sannerholt, (Acting CFO)
Email: herman.sannerholt@bdo.no
Phone:+47 903 67 534
Aslepios Advisors:
Frédéric Vincent, Managing Partner
Email: frederic.vincent@asklepios-advisors.com
Phone: +33 (0) 6 86 49 51 50
Edouard Gobitz, Managing Partner
Email: edouard.gobitz@asklepios-advisors.com
:Phone: +33 (0) 6 30 02 87 32
By Trude Tingvoll . 14 July 2023
Bulletin from the Extraordinary General Meeting of RESPINOR AB (publ)
The following resolutions were passed at the Extraordinary General Meeting (the “EGM”) of RESPINOR AB (publ) (the “Company”) on 14 July 2023 in Stockholm.
Board of Directors
The EGM resolved to elect Anders Wold as a new member of the Company’s Board to serve together with the Board members elected at the Annual General Meeting 2023. Anders Wold was also elected as the new Chairman of the Board.
The EGM further resolved not to adjust the remuneration to the Board resolved at the Annual General Meeting 2023 meaning that remuneration shall be paid to each Board member/Chairman of the Board in proportion to their respective individual length of service until the next Annual General Meeting in 2024.
Resolution on the approval of a bonus to Anders Wold
The EGM resolved that Anders Wold shall be entitled to a bonus from the Company, equivalent to two percent of the purchase price in the event of an industrial sale of the Company within five (5) years from 14 June 2023. The term “industrial sale” refers to all types of transfers of all, or a majority part, of the shares in the Company or transfers of all or essential parts of the assets and liabilities of the Company, to a third party who is not a related company to the Company or who is not a current owner of the Company.
Resolution on a directed issue of warrants and approval of transfer/disposition of the warrants to members of the Board and third parties
The EGM resolved on a directed issue of a maximum of 1,389,274 warrants to the Company to be transferred free of charge to the members of the Board and third parties. Each warrant shall entitle the holder to subscribe for one share in the Company from the date of the registration of the warrant issue with the Swedish Companies Registration Office (Sw. Bolagsverket) up until 14 July 2033, at a subscription price per share of SEK 2.5.
Resolution on adoption of an incentive program for the Company’s CEO and approval of the transfer/disposition of warrants to the CEO and third parties
The EGM resolved to adopt a new stock option program for the Company’s CEO Trude Tingvoll consisting of a maximum of 100,000 stock options to be offered free of charge to Trude Tingvoll. Each stock option in the program shall entitle Trude Tingvoll to subscribe for one share in the Company at a price of SEK 2.5 per share, during a period of five (5) years from the date when the stock options are alloted to Trude Tingvoll. The EGM further resolved to issue warrants for delivery of shares or warrants to Trude Tingvoll and third parties as part of the stock option program.
Resolution on amendment to the terms and conditions for warrants and stock options in the Company
The EGM resolved to amend the terms and conditions for the Company’s warrants of series TO1 as well as warrants of series 2022/2025, by changing the price for subscription of one share in the Company through the exercise of the warrants from SEK 3 to SEK 2.5. No other terms and conditions for the warrants were changed.
The EGM also resolved to amend the terms and conditions for the Company’s employee stock options 2022/2027:1 as well as 2022/2027:2, by changing the price for subscription of one share in the Company through the exercise of the employee stock options from SEK 3, NOK 3 and NOK 4.5 respectively to SEK 2.5. No other terms and conditions for the employee stock options were changed.
The amended terms for the warrants and the stock options are deemed to be beneficial to the holders of the warrants and the stock options and are not considered to be disadvantageous to the shareholders.
Resolution on a directed issue of shares to lenders in the Company
The EGM resolved on a directed issue of a maximum of 2,476,931 shares to repay the lenders who in July 2022 entered into a convertible loan agreement with the Company. The reason for the deviation from the shareholders’ pre-emption rights is to fulfill the terms of the convertible loan agreement.
For further information, please contact:
RESPINOR AB (publ)
Trude Tingvoll, CEO
Tel: (+47) 474 53 313
E-mail: t.tingvoll@respinor.com
See attached information in both English and Swedish:
RESPINOR-AB-publ-Bulletin-EGM-2023-FSEN-2307133.
RESPINOR-AB-publ-EBS23-Fullstandigt-beslutsforslag-punkt-12-EGM23-Complete-proposal-item-12
RESPINOR-AB-publ-EBS23-Fullstandigt-beslutsforslag-punkt-13-EGM23-Complete-proposal-item-13
RESPINOR-AB-publ-EBS23-Fullstandigt-beslutsforslag-punkt-14-EGM23-Complete-proposal-item-14
RESPINOR-AB-publ-EBS23-Fullstandigt-beslutsforslag-punkt-17-EGM23-Complete-proposal-item-17
RESPINOR-AB-publ-EBS23-Fullstandigt-beslutsforslag-punkt-18-EGM23-Complete-proposal-item-18
By Trude Tingvoll . 29 Juni 2023
The Board of RESPINOR AB (publ) reg. no. 559348-1806 (the “Company”) has convened an Extraordinary General Meeting (the “EGM”) to be held on 14 July 2023 at 14:00 CEST at Fredersen Advokatbyrå’s premises, Birger Jarlsgatan 8 in Stockholm. Registration starts at 13:30 CEST.
Shareholders who wish to participate at the EGM must (i) ensure that their shares are registered in the share register maintained by Euroclear Sweden AB no later than on 6 July 2023 and (ii) must notify the Company of their intention to participate at the EGM no later than 10 July 2023. Notice to participate shall be given in writing by e-mail to respinor@fredersen.se or by post to RESPINOR AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm, Sweden. In addition to attending the EGM physically, the Board has decided that participants will also be offered to participate via digital connection or by proxy. Shareholders who wish to participate via digital connection at the EGM must notify this in connection with their notification to participate at the EGM no later than on 10 July 2023.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate at the EGM. This applies irrespective of whether the shareholder in question wishes to participate at the EGM physically, digitally or by proxy. Such registration, which may be temporary, must be effected no later than on 10 July 2023 and shareholders must, therefore, instruct their nominees well in advance thereof. We recommend that you contact your nominee/custodian as soon as possible to receive further instructions.
Note that if you wish to participate at the EGM you are advised to take part of the complete notice for the EGM available at the Company’s website containing further information about the EGM and how to participate.
For further information, please contact:
RESPINOR AB (publ)
Trude Tingvoll, CEO
Tel: (+47) 474 53 313
E-mail: t.tingvoll@respinor.com
See attached information in both English and Swedish:
RESPINOR AB (publ) – Notice – EGM July 2023 EN
RESPINOR AB (publ) – Kallelse – EBS Juli 2023
RESPINOR AB (publ) – Proxy form
RESPINOR AB (publ) – Fullmarksformular
Revisorns-yttrande-ABL-13_8-over-styrelsens-redogorelse-for-kvittning-RESPINOR-AB_2023-06-30-blank-2
Revisorns-yttrande-enl-ABL-13_6-14_8-och-14_32_RESPINOR-AB-2023-06-30-
By Trude Tingvoll . 3 May 2023
The following resolutions were passed at the Annual General Meeting (the “AGM”) of RESPINOR AB (publ) (the “Company”) on 3 May 2023 in Stockholm.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2022 as well as the balance sheet as of 31 December 2022. The members of the Board of Directors and the managing director were discharged from liability
for the financial year 2022.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2022 and that the results of the Company shall be carried forward.
Board of Directors and auditor
The AGM resolved, in accordance with a shareholder’s proposal, on re-election of Aage Bryn, Jan Fikkan, Carl Christian Gilhuus-Moe, Marco Renoldi and Otto Skolling as board members. Aage Bryn was re-elected as the
chairman of the Board of Directors. The AGM re-elected the audit firm RSM Stockholm AB as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with a shareholder’s proposal. The AGM furthermore resolved in accordance with a shareholder’s proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
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 annual general meeting, resolve to increase the
Company’s share capital by issuing new shares, warrants or convertibles. 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 the event of an issue of warrants or convertibles, added after exercise or conversion, with the support of the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
If the Board of Directors resolves on an issue with deviation from the shareholders’ pre-emption rights, the reason
shall be to broaden the ownership of the Company, raise working capital or enable the raising of working capital, increase the liquidity of the share or carry out corporate acquisitions.
Directed issue of shares to the Company’s board members
The AGM resolved, in accordance with a shareholder’s proposal, on a directed issue of shares to the Company’s board members. In short, the resolution includes a directed issue of not more than 3,006,000 shares at a subscription
price per share amounting to SEK 2.5. The subscription price corresponds to the price that the Company, through market soundings, has determined to be the market price of the Company. The Company will receive approximately MSEK 7.5 before issuing costs through the issue. Through the issue, the number of shares in the Company increases by 3,006,000 shares, from 18,049,539 shares to 21,055,539 shares, and the share capital increases by SEK 751,500, from SEK 4,512,384.75 to SEK 5,263,884.75, corresponding to a dilution effect of approximately 14.28 percent.
For further information, please contact:
RESPINOR AB (publ)
Trude Tingvoll, CEO
Tel: (+47) 474 53 313
E-mail: t.tingvoll@respinor.com
See attached information in both English and Swedish:
RESPINOR AB – Bulletin AGM 3 May 2023 (utan röstlängd)
RESPINOR AB – Minutes from Annual General Meeting 3 May 2023 (without voting list)
By Trude Tingvoll . 14 April 2023
The shareholders of RESPINOR AB (publ) reg. no. 559348-1806 (the “Company”) are hereby given notice to attend the Annual General Meeting (the “AGM”) on 3 May 2023 at 14:00 CEST at Fredersen Advokatbyrå’s premises, Birger Jarlsgatan 8 in Stockholm. Registration starts at 13:30 CEST.
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 24 April 2023 and shall have notified the Company of their intention to participate at the AGM no later than on 26 April 2023. Notice to participate shall be given in writing by e-mail to respinor@fredersen.se or by post to RESPINOR AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm, Sweden. In addition to attending the AGM physically, the Board has decided that participants will also be offered to participate via digital connection or by proxy, see below.
For further information, please contact:
Trude Tingvoll, CEO, RESPINOR AB
Tel: +47 474 53 313
E-mail: t.tingvoll@respinor.com
See attached information in both English and Swedish:
RESPINOR AB (publ) – Notice – AGM May 2023 EN
RESPINOR AB (publ) – Kallelse AGM mai 2023
RESPINOR AB - Shareholder's proposal on directed issue to Board members
RESPINOR AB - Aktieägares förslag till RE till styrelse
RESPINOR AB - Fullmaktsformulär
By Trude Tingvoll 21. July 2022
The following resolutions were passed at the extraordinary general meeting (the “EGM”) of RESPINOR AB (publ) (“the Company”) on 21 July 2022. The EGM was carried out through advance voting (postal voting) only.
Directed issue of warrants to lenders
The EGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution, made on 30 June 2022, on a directed issue of warrants to the lenders who have entered into a convertible loan agreement with the Company in July 2022. In short, the resolution includes a directed issue of not more than 1,111,112 warrants. Each warrant entitles the holder, subject to a warrant agreement, to subscribe for one share in the Company meaning that the Company’s share capital may increase by not more than SEK 277,778 and the number of shares may increase by not more than 1,111,112.
Stock option program and associated issue of warrants
The EGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution, made on 30 June 2022, to adopt a new stock option program in the Company for employees in the Company consisting of employee stock options. In short, the new stock option program includes an issue of not more than 490,000 employee stock options to not more than seven (7) participants with otherwise corresponding terms and conditions as for the current stock options in the Company. The EGM furthermore resolved an issue of not more than 543,900 warrants to the Company itself in order to ensure delivery of shares to the participants in the stock option program and to hedge potential costs connected to the program.
Remuneration to the Board of Directors and associated issue of warrants
The EGM resolved, in accordance with a shareholder’s proposal, that remuneration shall be paid to the Board of Directors, with SEK 120,000 to the Chairman of the Board and SEK 80,000 each to the other Board members, for the time period of June 2022 up to the Annual General Meeting 2023.
The EGM further resolved, in accordance with the shareholder’s proposal that the Board members shall be offered to receive all or part of their respective remuneration in the form of warrants through a directed issue of warrants. In short, the resolution includes a directed issue of not more than 656,712 warrants. Each warrant entitles the holder to subscribe for one share in the Company, at a cost of SEK 3,00 per share, during the time period of 1 September 2025 up to and including 12 September 2025, meaning that the Company’s share capital may increase by not more than SEK 164,178 and the number of shares may increase by not more than 656,712.
For further information, please contact:
Trude Tingvoll, CEO, RESPINOR AB
Tel: +47 474 53 313
E-mail: t.tingvoll@respinor.com
RESPINOR AB – Protokoll från Bolagsstämma 21 juli 2022 (utan röstlängd)
RESPINOR AB – Minutes from General Meeting 21 July 2022 (without voting list)
By Trude Tingvoll 6. July 2022
The shareholders of RESPINOR AB reg. no. 559348-1806 are hereby given notice of the Extraordinary General Meeting to be held on 21 July 2022.
The EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. There will be no meeting with the possibility to attend in person or to be represented by a proxy.
RESPINOR welcomes all shareholders to exercise their voting rights at the EGM through advance voting as described below. Information on the resolutions passed at the EGM will be published on 21 July 2022 as soon as the result of the advance voting has been finally confirmed.
For further information, please contact:
Trude Tingvoll, CEO, RESPINOR AB
Tel: +47 474 53 313
E-mail: t.tingvoll@respinor.com
See attached information in both English and Swedish:
RESPINOR AB (publ) – Notice – EGM July 2022 EN
RESPINOR AB (publ) – Kallelse EBS juli 2022
RESPINOR AB (publ) – Notification of attendance and form for advance voting – EGM 2022
RESPINOR AB (publ) – Anmälan och formulär för förhandsröstning – EGM 2022
RESPINOR AB (publ) – Proxy form EGM July 2022
RESPINOR AB (publ) – Fullmaktsformulär EBS juli 2022
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