Pre-Annual General Meeting Information • Apr 11, 2016
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
PRESS RELEASE 11 April 2016
Lund, Sweden – 11 April 2016 – The shareholders of BioInvent International AB (publ), Reg. No 556537-7263, are hereby invited to attend the Annual General Meeting (the "AGM") to be held at 4 p.m., Thursday 12 May 2016 at Elite Hotel Ideon on Scheelevägen 27 in Lund, Sweden.
Shareholders who wish to attend the AGM must:
(i) be recorded in the printout of the share register maintained by Euroclear Sweden AB ("Euroclear"), as of Friday 6 May 2016;
and
(ii) notify the company of their intention to attend the meeting at the address Sölvegatan 41, SE-223 70 Lund, Sweden, att: Stefan Ericsson, by telephone +46 46 286 85 54 or by e-mail [email protected] on Friday 6 May 2016 at the latest, preferably before 4 p.m.
On giving notice of attendance, the shareholder shall state name, personal identity number/registration number, number of shares held, phone number and, if applicable, the name of any representative. Proxy to act on behalf of a shareholder should be sent together with the notice of attendance. Representative of a legal person shall hand in a copy of a registration certificate or similar documents of authorisation. Proxy form is available at the company's website www.bioinvent.se and will be supplied directly to shareholders who so request.
In order to participate in the proceedings at the AGM, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with Euroclear. Such registration must be made as per Friday 6 May 2016 and the bank or broker should therefore be notified in due time before said date.
Consolidated Statement of Income and the Consolidated Balance Sheet,
The Nomination Committee has proposed that the Chairman of the Board of Directors, Björn O. Nilsson, shall be Chairman of the meeting.
At the disposal of the AGM: share premium reserve of SEK 79,331,454, retained earnings of SEK 116,000 and loss for the year of SEK -90,681,172. The Board of Directors proposes that the accumulated loss of SEK 11,233,718 is carried forward. Thus, it is proposed that no dividend be given for the financial year 2015.
The Nomination Committee, consisting of Mattias Cramby (Mexor i Skellefteå AB), Erik Esveld (van Herk Investments B.V.), Tony Sandell (B&E Participation AB) and Björn O. Nilsson (Chairman of the Board), has informed the company of the following proposals.
The Board of Directors shall consist of seven members elected by the general meeting, without deputy members.
The Nomination Committee proposes re-election of board members Lars Ingelmark, Björn O. Nilsson and Birgitta Stymne Göransson, and new election of An van Es Johansson, Leon Kruimer, Martin Nicklasson and Vincent Ossipow. Dharminder Chahal, Jonas Jendi and Elisabeth Lindner have declined re-election. Björn O. Nilsson is proposed to be re-elected as Chairman of the Board.
Information about the candidates proposed for re-election can be found in the company's Annual Report 2015, and information about the candidates proposed for new election can be found in the Nomination Committee's reasoned statement.
Fees to the Board members shall be paid as before in the amounts of SEK 400,000 to the Chairman of the Board and SEK 160,000 to each of the other Board members. In addition hereto, unchanged fees are proposed for committee work, although not to the Chairman of the Board, in the amounts of SEK 20,000 to each of the members in the Remuneration Committee, if any, SEK 50,000 to the Chairman of the Audit Committee and SEK 40,000 to each of the other members in the Audit Committee.
The Nomination Committee proposes to re-elect the auditing company KPMG for a period of two years, whereby the auditing company has informed that the authorized public accountant Eva Melzig Henriksson will be responsible auditor. Fees to the auditor are proposed to be paid according to approved invoice.
The Board of Directors' complete proposal for guidelines for remuneration to management is set forth in the Directors' Report and is unchanged compared to the guidelines that were resolved last year. The proposal principally entails that remuneration and employment terms for the management shall be in accordance with market conditions. In addition to the fixed yearly salary, the management may obtain variable remuneration, which shall be limited and mainly related to technical and commercial milestones within the own pharmaceutical projects. In addition to fixed and variable salary, the company may also pay a stay-on bonus, which for a three year period may amount to a maximum of 100 per cent of the fixed salary for one year. Remuneration may also emanate from warrants or other share related incentive programs resolved by the general meeting.
The Board of Directors proposes that the AGM resolves to implement an incentive program for certain employees ("Incentive Program 2016/2019") in the form of a subscription warrants program.
For the implementation of the incentive program, the Board of Directors proposes that the AGM shall resolve on the issue of subscription warrants and approval of transfer of subscription warrants to employees, on the following principal terms:
The reasons for the deviation from the shareholders' preferential rights is that the Board of Directors considers an option program that gives the employees the opportunity to participate in the company's performance promotes a long-term commitment and results in an increased motivation to work for a favorable financial development of the company. An incentive program is also expected to improve the possibilities to recruit and retain competent, motivated and committed employees.
The incentive program will mainly be carried out in accordance with what is described below.
remaining after the first allotment may be allotted to future employees at market value, applicable from time to time, according to the allotment principles stated above, provided however that allotment cannot take place after 31 December 2016.
Assuming that all of 2,650,000 issued subscription warrants are exercised to subscribe for new shares, the company's share capital will increase by no more than SEK 212,000, resulting in a maximum dilution effect equivalent to approximately 0.9%, calculated as the number of new shares in the incentive program in relation to the number of shares in the company after completion of the on-going new share issues plus the new shares. The key figure earnings per share had in such case been affected such that the loss per share had been reduced by approximately SEK 0.02 from SEK - 0.64 to SEK -0.62 (based on the consolidated results for 2015). The above is subject to conversions of the subscription warrants in accordance with the customary recalculation terms contained in the complete terms and conditions.
The company's costs for the stay-on bonuses to the participants are at full participation estimated to amount to a maximum of approximately SEK 3.2 million. Other than that, the Incentive Program 2016/2019 is not projected to entail any significant costs for the company. Therefore, no measures to secure the program has been taken.
A valid resolution by the AGM in accordance with the Board of Directors' proposal under items A. and B. must be supported by shareholders representing at least nine-tenths of both the votes cast and of the shares represented at the general meeting.
The Board of Directors proposes the AGM to authorise the Board to resolve on the issue of new shares on one or several occasions during the period up to the next annual general meeting. The number of shares to be issued by virtue of the authorisation shall not exceed 15 per cent of the registered share capital (as per the date of the resolution on the issue of new shares). The issue may take place with or without a deviation from the shareholders' preferential right and with or without provisions on contribution in kind or set-off or any other terms. The purpose of the authorisation is to increase the company's financial flexibility and enable acquisitions by payment of shares. If the Board resolves on an issue with deviation from the shareholders' preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders' preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board.
The proposal is subject to support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
At the AGM shareholders have the right to ask questions concerning the company, the company's financial position and matters and proposals to be dealt with at the meeting.
The proposal and motivated statement of the Nomination Committee and proxy forms are available at company's website www.bioinvent.se. Accounting documents, the Auditor's Report and other docume held available according to the Swedish Companies Act, will be available on the company's website fr Thursday 21 April 2016, at the latest, and be distributed to shareholders who so request and state the address.
At the time of this notice, the total number of shares and votes in the company amounts to 162,918,96 time of the AGM, the number of shares and votes in the company will amount to 282,721,619.
BioInvent International AB develops immune oncology drugs. With one of the world's largest antibody libraries, and a unique, proprietary discovery method, BioInvent can identify the optimal cellular targets and antibodies for the treatment of various tumor types. BioInvent has also considerable experience in and a facility for process development and production of antibodies for clinical studies. This makes it possible to develop proprietary drug projects, but also to supply leading international pharmaceutical companies with effective tools for their drug development. BioInvent currently has three proprietary projects in or close to clinical development and partnership agreements with seven global pharmaceutical and biotech companies. More information is available at www.bioinvent.com.
Michael Oredsson President and CEO +46 (0)46 286 85 67 +46 (0)70716 89 30 [email protected]
Co. reg. No: 556537-7263 Visiting address: Sölvegatan 41 Mailing address: 223 70 LUND Phone: +46(0)46 286 85 50 [email protected] www.bioinvent.com
The press release contains statements about the future, consisting of subjective assumptions and forecasts for future scenarios. Predictions for the future only apply as the date they are made and are, by their very nature, in the same way as research and development work in the biotech segment, associated with risk and uncertainty. With this in mind, the actual outcome may deviate significantly from the scenarios described in this press release.
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 8.40 a.m. CET, on 11 April 2016.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.