AGM Information • May 12, 2015
AGM Information
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The Board of Directors of Active Biotech AB (publ) has issued a notice to the Annual General Meeting, which is to take place at 5 p.m. on Thursday, June 11, 2015, at 5 pm at Elite Hotel Ideon, Scheelevägen 27 in Lund, Sweden.
Please see the attached notification, which is being announced within short in Svenska Dagbladet and Post- och Inrikes Tidningar.
Lund, May 12, 2015
ACTIVE BIOTECH AB (PUBL) THE BOARD OF DIRECTORS
Active Biotech AB (publ) (Nasdaq Stockholm: ACTI) is a biotechnology company with focus on neurodegenerative/inflammatory diseases and cancer. Laquinimod, an orally administered small molecule with unique immunomodulatory properties, is in pivotal phase III development for the treatment of relapsing remitting multiple sclerosis. Also, laquinimod is in phase II development for the treatment of primary progressive multiple sclerosis and Huntington's disease. The project portfolio includes a preclinical project, ISI, with the objective to produce new, patentable chemical compounds for treatment of diseases within the company's focus areas. Please visit www.activebiotech.com for more information.
Active Biotech AB (Corp. Reg. No. 556223-9227) Box 724, SE-220 07 Lund Tel: +46 46 19 20 00 Fax: +46 46 19 11 00
Active Biotech is required under the Financial Instruments Trading Act to make the information in this press release public. The information was submitted for publication at 08:30 a.m. CET on May 12, 2015.
The shareholders of Active Biotech AB (publ) are invited to the Annual General Meeting of shareholders to be held on Thursday, June 11, 2015, at 5 p.m. at Elite Hotel Ideon, Scheelevägen 27 in Lund, Sweden.
Shareholders who wish to participate in the Meeting must (i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday, June 4, 2015, and (ii) notify the Company of their intention to participate in the Meeting not later than on Friday, June 5, 2015.
Shareholders who have trustee-registered their shares must re-register the shares in their own name to be entitled to participate in the Meeting. Such registration, which may be temporary, must be completed on Thursday, June 4, 2015. Accordingly, shareholders must inform the trustee of this request in ample time prior to this date.
There are a total of 89,908,298 shares and votes in Active Biotech. The Company holds no treasury shares.
Notice of participation in the Meeting can be made in writing to Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724, SE-220 07 Lund, Sweden, by fax +46 (0)46-19 20 50, by telephone +46 (0)46-19 20 00 or by e-mail to [email protected]. The notice shall include name, personal/corporate identity number, number of shares held, daytime telephone number and, if applicable, the number of advisors (not more than two) that will accompany the shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the Meeting. Proxy forms are provided at the Company's website, www.activebiotech.com, and sent to shareholders that so request.
The Board proposes that no dividend be paid and that the Company's accumulated loss be carried forward.
The Election Committee, comprising Mats Arnhög (Chairman of the Board), Johnny Sommarlund (MGA Holding), Tomas Billing (Nordstjernan) and Lennart Johansson (Investor), proposes the following:
Chairman of the Meeting: Attorney at law Erik Sjöman.
Number of members and deputy members of the Board of Directors: four members with no deputies.
Fees payable to the Board of Directors: unchanged SEK 250,000 to the Chairman of the Board and SEK 125,000 to each of the other Board members who are not employees of the Company. The fee payable to a member of the Board of Directors may, if agreed with Active Biotech, be invoiced through a company, whereby the invoiced fee shall be adjusted in order to obtain cost neutrality for Active Biotech.
Board of Directors: re-election of Mats Arnhög, Magnhild Sandberg-Wollheim, Peter Sjöstrand and Peter Thelin. Peter Hofvenstam and Rolf Kiessling have declined re-election.
Chairman of the Board: re-election of Mats Arnhög.
Number of auditors and deputy auditors: one auditor with no deputies.
Fees payable to the auditor: in accordance with approved invoices within the scope of the tender.
Auditors: re-election of KPMG AB.
The Election Committee proposes that the Meeting assign the Chairman of the Board the task of convening an Election Committee, based on the ownership structure at the end of September 2015, comprising the Chairman of the Board and one representative of each of the three largest shareholders of the Company. The Election Committee shall remain in place until the following Election Committee has been appointed. If a member of the Election Committee no longer represents one of the three largest shareholders in the Company, the Election Committee is entitled to dismiss the member. In the event that a member of the Election Committee resigns or is dismissed, the Election Committee may appoint another representative of the major shareholders to replace such a member. The Election Committee shall perform its duties in accordance with the stipulations for Election Committees stated in the Swedish Code of Corporate Governance.
The Board proposes guidelines principally entailing that the Company shall offer total remuneration on market terms, facilitating the recruitment and retention of competent senior executives. Remuneration of senior executives may comprise fixed salary, any variable salary, pensions and other benefits. The fixed salary shall take into consideration the individual's area of responsibility and experience. The variable salary shall, where applicable, depend on the individual's fulfillment of quantitative and qualitative goals. Pension benefits shall comprise defined-contribution schemes. For senior executives covered by the ITP plan, pension premiums shall correspond to the stipulations in the ITP plan. For other senior executives, pension premiums shall not exceed 25 percent of the fixed salary. The guidelines correspond to the principles applied to date.
The Board proposes that the Meeting resolve to grant authorization to the Board, for a period that does not extend past the date of the next Annual General Meeting, on one or several occasions, with or without preemptive rights for shareholders, to resolve on the issue of new shares and/or convertibles. It should also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. The authorization may not be utilized to a greater extent than would enable a total of not more than seven million shares to be issued and/or arise through the conversion of convertibles issued with the support of the authorization. The purpose of the authorization is to enable the financing, commercialization and development of the Company's projects and to provide flexibility in commercial negotiations relating to partnerships.
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The Annual Report and other supporting resolution documentation will be held available at the Company's premises at Scheelevägen 22 in Lund, Sweden, and on the Company's website, www.activebiotech.com, not later than three weeks prior to the Meeting. The documents will be sent to shareholders who request a copy and specify their postal address. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.
Lund, May 2015 The Board of Directors of Active Biotech AB (publ)
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