UPPSALA, Sweden, May 12, 2003 (PRIMEZONE) -- Q-Med Ab (Publ):
-- Pia Rudengren and Asa Roden, new members of the Board
-- No dividend for the financial year 2002
-- Nomination committee appointed
-- Authorization for the Board to make a decision regarding the acquisition of a maximum of 2,481,350 of the company's own shares
-- Authorization for the Board to transfer a maximum of 2,481,350 of the company's own shares
-- Authorization was renewed for the Board to issue a maximum of 1,280,000 new shares
The Annual General Meeting of the shareholders of Q-Med (publ) was held on May 12, 2003, 5 pm, in Q-Med's premises at Fyrisvallsgatan 7, Uppsala.
Board and fee
The meeting decided, for the period up until the end of the next Annual General Meeting, to elect Pia Rudengren and Asa Roden as new members of the Board and to re-elect Hakan Edstrom, Goran Carstedt, Anders Milton, Bjorn Odlander and Bengt Agerup as Board members of the company.
Furthermore, the meeting decided that a Board fee of SEK 560,000 in total should be paid for the period 2003/2004, to be distributed in accordance with the decision of the Board. Bengt Agerup does not receive a Board fee.
At the Board meeting following the Annual General Meeting Goran Carstedt was elected as Chairman of the Board.
Treatment of unappropriated earnings
The Annual General Meeting decided, in accordance with the proposal of the Board, not to pay out any dividend for the financial year 2002.
Setting up of a nomination committee
The Annual General Meeting appointed a nomination committee consisting of the three members Tomas Billing (chairman), Anki Forsberg and Bengt Agerup. Furthermore, the meeting decided that a fee of 60,000 kronor in total be paid to the committee, to be distributed in accordance with the decision of the committee.
Authorization for the Board to make a decision regarding the acquisition of the company's own shares
The Annual General Meeting authorized the Board, at the most up until the company's Annual General Meeting during 2004 and on one or more occasions, to take a decision on the acquisition of a maximum of 2,481,350 of the company's own shares, corresponding to 10 percent of all the shares in the company. Acquisitions may only be made through the Stockholm Stock Exchange, on each occasion at a price within the registered price interval between the highest bid price and the lowest sell price on the Stockholm Stock Exchange. The aim of the proposed authorization is to be able to constantly adapt the company's capital structure to the company's capital requirements and to be able to finance the acquisition of businesses through payment with the company's own shares.
Authorization for the Board to make a decision regarding the transfer of the company's own shares
The Annual General Meeting authorized the Board, at the most up until the company's Annual General Meeting during 2004 and on one or more occasions, to take a decision on the transfer of a maximum of 2,481,350 of the company's own shares, corresponding to 10 percent of all the shares in the company. Transfer may take place by other means than the Stock Exchange, including the right to decide to deviate from the shareholders' pre-emptive rights and to decide that payment may be made by other means than money. The aim of the proposed authorization is to be able to constantly adapt the company's capital structure to the company's capital requirements and to be able to finance the acquisition of businesses through payment with the company's own shares.
Authorization for the Board to issue shares in connection with any future company acquisitions etc.
The Annual General Meeting decided, in the same way as at the previous Extraordinary General Meeting in November 2000 and at the Annual General Meetings in 2001 and 2002, to authorize the Board to make a decision on a new share issue, up until the time of the next Annual General Meeting and on one or more occasions, of in total a maximum of 1,280,000 shares, corresponding at present to approximately 5 percent of the company's share capital. The issue may deviate from the shareholders' pre-emptive rights and may be paid for both in cash or in kind. The reason for the possible deviation from the shareholders' pre-emptive rights is to prepare the ground for a possible company acquisition and to secure the company's capital requirements.
Auditors
Stefan Kyleback and Bjorn Ohlsson, both from Ernst and Young AB, were elected as auditors for the period up until the end of the Annual General Meeting in 2007. It was decided that for the period up until the end of the next Annual General Meeting the auditors' fees be paid as invoiced.
Q-Med AB (publ) Bengt Agerup President and CEO
Queries should be addressed to Bengt Agerup, President and CEO, on +46 18-474 90 00.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://www.waymaker.net/bitonline/2003/05/12/20030512BIT01170/wkr0001.doc
http://www.waymaker.net/bitonline/2003/05/12/20030512BIT01170/wkr0002.pdf