Active Biotech - Notice of Annual General Meeting of Shareholders
(Thomson Reuters ONE) -
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 Wednesday, May
15, 2013, at Edison Park, Emdalavägen 16 in Lund, Sweden.
Please see the attached notification, which is being announced within short in
Svenska Dagbladet and Post- och Inrikes Tidningar.
Lund, April 11, 2013
ACTIVE BIOTECH AB (PUBL)
THE BOARD OF DIRECTORS
Active Biotech AB (NASDAQ OMX NORDIC: ACTI) is a biotechnology company with
focus on autoimmune/inflammatory diseases and cancer. Projects in pivotal phase
are laquinimod, an orally administered small molecule with unique
immunomodulatory properties for the treatment of multiple sclerosis, tasquinimod
for prostate cancer and ANYARA primarily for the treatment of renal cell cancer.
In addition, laquinimod is in Phase II development for Crohn's and Lupus. The
company also has one additional project in clinical development, the orally
administered compound 57-57 for Systemic Sclerosis. 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 April 11, 2013.
_________________________________________________
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Active Biotech AB (publ) are hereby invited to the Annual
General Meeting of shareholders to be held on Wednesday, May 15, 2013, at 5 pm
at Edison Park, Emdalavägen 16 in Lund, Sweden.
ENTITLEMENT TO PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be recorded in the
register of shareholders maintained by Euroclear Sweden AB on Wednesday, May
8, 2013, and (ii) notify the Company of their intention to participate in the
Meeting not later than Wednesday, May 8, 2013.
Shareholders who have trustee-registered their shares must temporarily re-
register the shares in their own name to be entitled to participate in the
Meeting. Such registration must be completed on Wednesday, May 8, 2013.
Accordingly, shareholders must inform the trustee of this request in ample time
prior to this date.
There are a total of 74,923,582 shares and votes in Active Biotech. The Company
holds no treasury shares.
NOTICE OF PARTICIPATION
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
susanne.jonsson(at)activebiotech.com. 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.
PROPOSED AGENDA
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda for the Meeting
6. Determination of whether the Meeting has been duly convened
a. Presentation of the Annual Report and the Auditors' Report, and the
Consolidated Accounts and the Auditors' Report for the Group
7. CEO's account of operations
a. Resolution concerning the adoption of the Income Statement and the
Balance Sheet, and the Consolidated Income Statement and the
Consolidated Balance Sheet
b. Resolution concerning the disposition of the Company's results pursuant
to the adopted Balance Sheet
8. Resolution on discharge from liability of the members of the Board of
Directors and the CEO
a. Determination of the number of members and deputy members of the Board
of Directors and the number of auditors and deputy auditors
9. Determination of fees payable to the Board of Directors and auditors
10. Election of the Board of Directors, Chairman of the Board and auditors
11. Resolution concerning Election Committee
12. The Board of Director's proposal regarding guidelines for remuneration of
senior executives
13. The Board of Director's proposal regarding share issue authorization
14. Close
PROPOSED RESOLUTIONS
Disposition of the Company's profits or losses (item 10)
The Board proposes that no dividend be paid and that the Company's accumulated
loss be carried forward.
Board of Directors, etc. (items 2, 12, 13 and 14)
The Election Committee, comprising Mats Arnhög (Chairman of the Board), Johnny
Sommarlund (MGA Holding), Tomas Billing (Nordstjernan) and Martin Bjäringer
(representing own holdings and Hajskäret Invest), proposes the following:
Chairman of the Meeting: Attorney at law Peter Oscarsson.
Number of members and deputy members of the Board of Directors: six members with
no deputies.
Fees payable to the Board of Directors: unchanged at 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, Peter Hofvenstam and Peter Thelin and new election of Rolf
Kiessling. The Board members Mef Nilbert and Klas Kärre have declined re-
election due to that Mef Nilbert during the year has been appointed Head of
Regionalt Cancercentrum, Region Skåne and that Klas Kärre has been appointed
Chairman of the Swedish Cancer Society Research board. These appointments do not
allow external Board assignments.
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.
Rolf Kiessling, born 1948, is a professor of experimental oncology at the
department for oncology-pathology at Karolinska Institutet in Stockholm. Rolf
Kiessling took his medical degree from Karolinska Institutet in 1974 and
completed his doctoral thesis in 1976. He was appointed Professor in 1994, in
combination with an employment as chief physician at Radiumhemmet in Stockholm.
Rolf Kiessling has received the Anders Jahre medical award for younger
researchers from the University of Oslo in 1985 and the Erik Fehrnström award
from Lund University in 1989 for the discovery of the NK-cell. He has been the
main supervisor of some twenty doctoral candidates and now leads a research
group at Cancercentrum Karolinska focusing on immune therapy of cancer. Rolf
Kiessling holds no shares or other financial instruments in Active Biotech.
Election Committee (item 15)
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 2013, comprising the Chairman of the Board and
one representative of each of the three largest shareholders in 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 Code of Corporate Governance.
Guidelines for remuneration of senior executives (item 16)
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 in all material respects to the
principles applied to date.
Share issue authorization (item 17)
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 pre-emptive rights for the
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.
___________________
DOCUMENTATION, ETC.
The Annual Report and other supporting resolution documentation will be
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, April 2013
The Board of Directors of Active Biotech AB (publ)
Active Biotech - Notice of Annual General Meeting of Shareholders :
http://hugin.info/1002/R/1692008/555760.pdf
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originality of the information contained therein.
Source: Active Biotech via Thomson Reuters ONE
[HUG#1692008]
Unternehmensinformation / Kurzprofil:
Datum: 11.04.2013 - 08:31 Uhr
Sprache: Deutsch
News-ID 248046
Anzahl Zeichen: 13468
contact information:
Town:
LUND
Kategorie:
Business News
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