Pre-Annual General Meeting Information • Apr 4, 2025
Pre-Annual General Meeting Information
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04 April 2025 13:45:00 CEST

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders in Ascelia Pharma AB, Reg. No. 556571-8797, are hereby invited to the annual general meeting (Sw. årsstämma) to be held at the premises of Setterwalls Advokatbyrå at Stortorget 23 in Malmö on Wednesday 7 May 2025 at 2 p.m. CEST.
Shareholders wishing to attend the annual general meeting must:
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Wednesday 30 April 2025. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Shareholders intending to participate by proxy must issue a written, signed and dated power of attorney. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date certificate of registration (Sw. registreringsbevis) or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder's notification to participate in the annual general meeting. A template power of attorney is available at the company's website (www.ascelia.com) and will be sent by mail to the shareholders who request it and state their address.
The Nomination Committee, that has consisted of Jørgen Thorball (chairman), appointed by Mats Thorén, Lars Vedin, appointed by Oscar Ahlgren, Håkan Nelson, appointed by Niels Mengel through own holdings and Kibgeon ApS and Peter Benson, chairman of the board of directors, proposes that lawyer Ola Grahn is elected as chairman of the annual general meeting.
The board of directors proposes that no dividends are paid to the shareholders and that the available funds of SEK 23,795,657 are carried forward.
The Nomination Committee proposes that the board of directors shall be composed of five members.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that one registered accounting firm is appointed as auditor.
The Nomination Committee proposes that board remuneration shall be paid with SEK 525,000 to the chairman of the board and with SEK 262,500 to each of the other board members who are not employed by the company. It is further proposed that remuneration for committee work shall be paid with SEK 100,000 to the chairman of the Audit Committee and with SEK 25,000 to each of the other members of the Audit Committee, with SEK 100,000 to the chairman of the Commercialization Committee and with SEK 25,000 to each of the other members of the Commercialization Committee, with SEK 50,000 to the chairman of the Remuneration Committee and with SEK 25,000 to each of the other members of the Remuneration Committee. It is finally proposed that, in addition to the above, board members residing outside of Europe shall be paid additional board remuneration with SEK 10,000 per physical board meeting attended.
All proposed remunerations are unchanged from previous year.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice.
The Nomination Committee proposes that Peter Benson, Helena Wennerström, Hans Maier, Lauren Barnes and Marianne Kock are re-elected as ordinary board members, and that Peter Benson is re-elected as chairman of the board of directors. The current board member Niels Mengel has declined re-election.
Information on the board members proposed for re-election can be found at the company's website (www.ascelia.com) and in the annual report.
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that Öhrlings PricewaterhouseCoopers AB is re-elected as accounting firm. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Mikael Nilsson will continue to be the auditor in charge.
The Nomination Committee proposes that remuneration shall be paid with SEK 50,000 to the chairman of the Nomination Committee for the work up and until the annual general meeting to be held in 2026 (unchanged from previous year).
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for the financial year 2024.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders' preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, to resolve to issue new ordinary shares, convertibles and/or warrants. The reason for that deviation from the shareholders' preferential rights shall be permitted is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. The total number of ordinary shares that that may be issued pursuant to the authorization (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall be limited to a number that leads to a maximum dilution of 20 per cent (calculated after full utilization of the now proposed authorization) of the total number of ordinary shares outstanding in the company at the time of the first issue resolution pursuant to the authorization. To the extent an issue is made with deviation from the shareholders' preferential rights, the issue should be made on market terms.
The CEO shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket).
Item 15: Resolution on implementation of a long-term incentive program by way of (A) implementation of a performance-based share saving program; (B) authorization on directed issues of series C shares; (C) authorization for repurchase of series C shares; and (D) resolution on transfer of own ordinary shares
The board of directors proposes that the annual general meeting resolves to implement a longterm incentive program in the form of a performance-based share saving program (the "LTI 2025 ") for employees in accordance with A below. The resolution is conditional upon that the annual general meeting also resolves on hedging measures in accordance with B – D below.
The overall purpose with LTI 2025 is to align the interests of the employees with those of the shareholders and thus ensure a maximum long-term value adding commitment. LTI 2025 is also considered to create a long-term focus on increase in earnings and growth among the participants. LTI 2025 is further considered to facilitate for the company to recruit and retain employees.
At previous annual general meetings, it has been resolved to implement corresponding incentive programs for employees in the company, and currently LTI 2022, LTI 2023 and LTI 2024 are outstanding.
| Position | Maximum number of Saving Shares |
|---|---|
| CEO | 189,000 |
| Deputy CEO | 131,400 |
| Other C-level senior executives (currently 1 person) | 100,000 |
| Vice Presidents (currently up to 3 persons) | 60,000 |
| Directors (currently up to 2 persons) | 40,000 |
| Other employees (currently up to 3persons) | 12,000 |
measured based on the volume weighted average share price 30 trading days immediately following the annual general meeting on 7 May 2025 and 30 trading days immediately preceding 30 September 2028. An increase in the share price with less than 20 per cent does not entitle to any vesting of any of the Performance Shares, an increase in the share price with 20 per cent entitles to vesting of 1 Performance Share per Saving Share and an increase in the share price with 80 per cent or more entitles to vesting of all the 5 Performance Shares per Saving Share. In the event of an increase in the share price of between 20 and 80 per cent, vesting of the Performance Shares will occur linearly between 1 and 5.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up until the next annual general meeting, on one or several occasions, to issue a maximum of 6,096,168 series C shares. The new shares may, with deviation from the shareholders' preferential rights, only be subscribed for by a bank or a securities company at a subscription price which corresponds to the quota value of the shares. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in connection with an issue of shares is to secure delivery of Matching Shares and Performance Shares under LTI 2025 and, in terms of liquidity, to hedge payments of future social security contributions related to LTI 2025. It is noted that this shall be achieved through the company repurchasing the series C shares issued pursuant to the authorization in accordance with section C below whereafter the repurchased series C shares will be converted to ordinary shares and transferred in accordance with section D below.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up until the next annual general meeting, on one or several occasions, to repurchase its own series C shares. Repurchase may only be effected through a public offer directed to all holders of series C shares and shall comprise all outstanding series C shares. Repurchase may also be made of so-called interim shares, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw. Betald Tecknad Aktie (BTA)), regarding a series C share. Repurchase shall be made at a purchase price per share which corresponds to the quota value of the share. The purpose of the proposed repurchase authorization is to secure delivery of Matching Shares and Performance Shares under LTI 2025 and, in terms of liquidity, to hedge payments of future social security contributions related to LTI 2025.
The board of directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (Sw. aktiebolagslagen) is presented in a separate document provided with this proposal.
In order to fulfil the company's obligations towards participants in LTI 2025, the board of directors proposes that the annual general meeting resolves that the company shall be entitled to transfer the company's own ordinary shares as follows:
The reason for the deviation from the shareholders' preferential rights in connection with the transfers of own ordinary shares is to enable the company's delivery of Matching Shares and Performance Shares to participants in LTI 2025.
Since LTI 2025 is not expected to initially give rise to any costs for social security contributions for the company (and since a resolution on transfer is valid only until the next annual general meeting), the board of directors has decided not to propose that the annual general meeting 2025 resolves on an authorization for the board of directors to transfer the company's own ordinary shares on a regulated market for hedging of cash flow for social security payments in relation to LTI 2025. However, before any transfers of shares to participants in LTI 2025 are made, the board of directors intends to propose to a later general meeting to resolve on an authorization for the board of directors to transfer own ordinary shares on a regulated marked in order to hedge such payments.
The board of directors has made a preliminary cost calculation for LTI 2025. The costs for LTI 2025 are accrued over the vesting period which runs until 30 September 2028. The calculation has been made using the generally accepted modelling technique Monte-Carlo simulation based on the quoted closing price for shares in the company as per 13 March 2025, i.e. SEK 3.0 per share, and with the following assumptions: (i) all participants acquire the maximum number of Saving Shares; (ii) an annual dividend yield of 0 per cent; (iii) an estimated annual employee turnover of 0 per cent; and (iv) a share price volatility of 59 per cent. Based on these assumptions, the total costs for LTI 2025 are estimated to amount to approximately SEK 9.8 million, excluding social security contributions. The costs for social security contributions are estimated to amount to approximately SEK 1.7 million, based on the above assumptions, and an average tax rate of 17 per cent (blended rate) for social security contributions.
The anticipated annual costs of approximately SEK 3.8 million, including social security contributions, correspond to approximately 12.9 per cent of the company's total employee costs for the financial year 2024. Based on the calculation of costs as described above, the key figure earnings per share for the financial year 2024 had been changed from SEK -1.48 to SEK -1.55. It should be noted that the calculations are based on the assumptions stated above and are only intended to provide an illustration of the outcome.
As per the date of the notice, the number of shares in the company amounts to 97,193,153 shares, of which 96,106,032 are ordinary shares and 1,087,121 are series C shares which were issued in connection with outstanding share saving programs resolved upon at previous annual general meetings, and which will be converted into ordinary shares prior to delivery to the participants.
The maximum number of shares that can be issued in relation to LTI 2025 is 6,096,168 whereof 5,210,400 for delivery of Matching Shares and Performance Shares to the participants and in the aggregate 885,768 related to hedging of cash flow for social security payments, which corresponds to a dilution of approximately 5.96 per cent of the company's ordinary shares after full dilution, calculated on the number of ordinary shares that will be added upon full issuance of shares in connection with LTI 2025.
The company currently has four outstanding incentive programs, of which three are performance-based share saving programs and one is an employee option program. For a description of the outstanding performance-based share saving programs, see note 7 in the annual report for 2024. The outstanding employee option program was resolved by the extraordinary general meeting held on 25 February 2025. For a full description of the employee option program, please see the complete proposal ahead of the extraordinary general meeting. In the outstanding share saving programs, the participants may receive matching shares and, subject to conditions related to an increase in the share price, performance shares. In light of the company's implemented downsizing of the organization in 2023 and the company's share price development, the board of directors considers it uncertain that any performance shares will be delivered to participants in the outstanding share saving programs since the performance targets for the company's share price in the programs far exceed the current share price, and that only matching shares may be delivered to the participants who are still employed by the company. In the below calculation of overall dilution from existing incentive programs, any delivery of performance shares has hence been disregarded and only matching shares that may be delivered to participants in the programs have been considered. Moreover, the dilution below does not consider any conversion of series C shares into ordinary shares that the company may convert and transfer for hedging of cash flow for any social security contributions that may arise in relation to the outstanding share saving programs. Upon full delivery of matching shares in the existing share saving programs, the existing share saving programs can lead to that in the aggregate 362,755 new ordinary shares are issued. In addition, upon full exercise of the
employee options that are held by the participants in the employee option program, a maximum of 4,840,000 new ordinary shares may be issued. The existing incentive programs can hence lead to that in the aggregate 5,202,755 new ordinary shares can be issued.
The aggregate maximum number of ordinary shares that can be issued in relation to all outstanding incentive programs as well as the proposed LTI 2025 amounts to 11,298,923, which corresponds to an aggregate dilution of approximately 10.52 per cent of the company's ordinary shares after full dilution, calculated on the number of ordinary shares that may be issued in relation to all outstanding incentive programs as well as the suggested LTI 2025.
The proposal for LTI 2025 has been prepared by the Remuneration Committee together with external consultants. The final proposal has been resolved upon by the board of directors. The board of directors' proposal on implementation of a long-term incentive program in accordance with Sections A to D above constitutes an overall proposal which shall be resolved upon as one resolution.
The chairman of the board of directors, or anyone appointed by him, shall be authorized to make minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, for the period up until the next annual general meeting, resolve on transfer of not more than 9,550 own ordinary shares, for the purpose of hedging cash flow for social security payments that may occur in relation to LTI 2022. Transfer of shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share. The number of shares that may be transferred shall be subject to recalculation in consequence of an intervening bonus issue, split or reverse split, rights issue, and/or other similar corporate action which affects the number of shares in the company. Shares may also be transferred outside of Nasdaq Stockholm, with or without deviation from the shareholders' preferential rights. Such transfer may be made at a price corresponding to the market price at the time of the transfer for the ordinary shares that are transferred, with the deviation deemed appropriate by the board of directors.
For valid resolutions on the proposals pursuant to items 14 and 16, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting. For a valid resolution on the proposal pursuant to item 15, the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.
At the annual general meeting, the board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial position and the company's relation to other companies within the group.
Financial statements, the audit report, the board of directors' remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the annual general meeting, will be kept available at the company's office, at Hyllie Boulevard 34, SE-215 32 Malmö, Sweden, and at the company's website (www.ascelia.com) as from no later than three weeks before the annual general meeting. Copies of the documents will be sent to shareholders who request it and provide their address, and will also be available at the annual general meeting.
As per the date of the notice to the annual general meeting, the total number of shares in the company amounts to 97,193,153 shares, of which 96,106,032 are ordinary shares with one vote per share and 1,087,121 are series C shares with one-tenth of a vote per share. The number of votes in the company amounts to 96,214,744.1 votes. The company holds all 1,087,121 outstanding series C shares, corresponding to 108,712.1 votes, which cannot be represented at the meeting.
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Malmö in April 2025 Ascelia Pharma AB (publ) The Board of Directors
____________________
Ascelia Pharma is a biotech company focused on orphan oncology treatments. We develop and commercialize novel drugs that address unmet medical needs and have a clear development and market pathway. The company has two drug candidates – Orviglance and Oncoral – in development. Ascelia Pharma has global headquarters in Malmö, Sweden, and is listed on Nasdaq Stockholm (ticker: ACE). For more information, please visit http://www.ascelia.com.
Magnus Corfitzen, CEO Email: [email protected] Tel: +46 735 179 118
Julie Waras Brogren, Deputy CEO (Finance, Investor Relations & Commercial)
Email: [email protected] Tel: +46 735 179 116
This information was submitted for publication, through the agency of the contact persons set out above.
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