Communiqué from the Annual General Meeting 2024 of Cell Impact AB (publ)

Adoption of the profit and loss account and balance sheet as well as profit allocation
The annual general meeting approved the balance sheets and income statements included in the annual report for the financial year 2023 and resolved, in accordance with the proposal of the board of directors, that available profits of SEK 224,834,136 should be carried forward.

Board of directors and auditor
The annual general meeting granted the directors of the board and the CEO discharge from liability for the financial year 2023.

The annual general meeting resolved that the board shall consist of four ordinary board members without deputies. The annual general meeting re-elected Lars Bergström and Mats Franzén and elected Jan Pieters and Mats Boquist as board members for the period until the end of the next annual general meeting. Mats Franzén was elected chairman of the board.

The annual general meeting further resolved to re-elect the registered auditing company PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. The authorized public accountant Sebastian Månsson will be the main responsible auditor. 

Remuneration to the board members and the auditor
The annual general meeting approved that board fees shall be paid in the amounts of SEK 360,000 to the chairman and SEK 180,000 to each of the other board members elected by the annual general meeting for the period until the end of the next annual general meeting. Furthermore, the board shall have the right to decide on the unchanged renumeration to a board member of SEK 8,000 per day for consulting work performed that is not covered by customary board work. The annual general meeting resolved that fees to the auditor shall be paid on an ongoing basis in accordance with invoices approved by the company.

Nomination committee
The annual general meeting elected Mattias Klintemar, the chairman of the board and Kjell Östergren as members of the nomination committee for the period until the end of the next annual general meeting. Mattias Klintemar was re-elected as chairman of the nomination committee. Furthermore, the annual general meeting resolved on guidelines for the nomination committee.

Authorization for the board of directors to decide upon issue of shares
The annual general meeting authorized the board to decide upon the issue of shares, warrants and/or convertibles until the next annual general meeting and within the limits of the articles of association, on one or more occasions, with or without deviation from the shareholders' preferential rights, provided that such issues may lead to an increase in the company's share capital by a maximum of 20 percent, calculated on the size of the share capital the first time the authorization is used. Issues may be made against cash payment, issue in kind and/or set-off, or otherwise be combined with conditions. Issues shall be made in order to increase production capacity and build the organization to enable future growth. If the board of directors decides on a share issue with deviation from the shareholders' preferential rights, the issue shall be carried out on market terms.

For more detailed information on the content of the resolutions, please see the notice convening the annual general meeting and the complete proposals, which are available on the company's website www.cellimpact.com.