Notice of Annual General Meeting in Karolinska Development AB (publ)
(Thomson Reuters ONE) -
The shareholders of Karolinska Development AB (publ), reg. no. 556707-5048,
("Karolinska Development" or the "Company") are invited to the Annual General
Meeting, on Wednesday May 24, 2017 at 5 p.m. (CET), at Tomtebodavägen 23 A
Solna, Sweden.
Participation and notification of attendance
A shareholder who wishes to participate in the meeting must
(i) be recorded as shareholder (not nominee registered) in the share register
held by Euroclear Sweden AB on Thursday May 18, 2017 and
(ii) notify Karolinska Development of his/her intention to attend the meeting,
no later than on Thursday May 18, 2017, by telephone +46 8 524 860 70 by e-mail
to eva.montgomerie(at)karolinskadevelopment.com or by regular mail to Karolinska
Development "AGM", Tomtebodavägen 23 A SE-17165 Solna Sweden.
The notification should include name, identification-/registration number,
address and telephone number and if applicable, number of advisors.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee shareholder
must temporarily register their shares in their own name in the share register
kept by Euroclear Sweden AB to be allowed to participate in the meeting. The
registration must be completed on May 18, 2017 at the latest. Request for
registration must be made well in advance.
Proxy etc.
A shareholder attending the meeting by proxy, must issue a written proxy. The
proxy is valid during the period set forth in the proxy, however at most five
years from the issuance. If a proxy is issued by a legal entity, a copy of the
legal entity's registration certificate or similar document evidencing signatory
powers must be enclosed. Proxy forms in Swedish and English are available for
download on the Companys website www.karolinskadevelopment.com.
Proposal for agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting was duly convened
7. Presentation of the annual report and the auditor's report and the group
annual report and the auditor's group report
8. Information from the CEO
9. Report on the work of the Board of Directors
10. Resolutions regarding
a. adoption of the profit and loss statement and the balance sheet, and
consolidated profit and loss statement and consolidated balance sheet
b. appropriation of the Company's result according to the adopted balance
sheet
c. discharge from liability for the directors and the CEO
11. Resolution regarding the number of directors and auditors and deputy
auditors to be appointed
12. Resolution in respect of the fees for the Board of Directors and for the
auditors
13. Election of chairman of the Board of Directors, directors and auditors and
deputy auditors
14. Principles for appointing members of the Nomination Committee
15. The Board of Directors' proposal regarding principles for remuneration to
executive management
16. The Board of Directors' proposal regarding authorization for the Board of
Directors to resolve on transfer of own shares
17. The Board of Directors' proposal regarding authorization for the Board of
Directors to resolve on new issues of shares
18. The Board of Directors' proposal regarding approval of new issues of
warrants to employees in subsidiaries
19. The Board of Directors' proposal for an incentive program for the company's
employees by way of a (A) directed issue of warrants and (B) approval of
transfer of warrants
20. The Board of Directors' proposal regarding resolution on (A) amendment of
the company's articles of association and (B) reduction of the share
capital
21. Closing of the meeting
Items 2 and 11-14: The Nomination Committee's proposal regarding chairman at the
meeting; number of directors, auditors and deputy auditors to be appointed; fees
for the Board of Directors and auditors; election of chairman of the Board of
Directors, directors, auditors and deputy auditors and principles for appointing
members of the Nomination Committee
The Nomination Committee, consisting of Niclas Adler (chairman), appointed by
Sino Biopharmaceutical; Torgny Wännström, appointed by Insamlingsstiftelsen för
främjande och utveckling av medicinsk forskning vid Karolinska Institutet;
Magnus Persson, appointed by Karolinska Institutet Holding AB; Peter Lundkvist,
appointed by Tredje AP-fonden (Third Swedish National Pension Fund) and Todd
Plutsky, appointed by Coastal Investment Management, proposes that the Annual
General Meeting resolves as follows:
Johan Hessius (Advokatfirman Lindahl) is appointed to chair the Annual General
Meeting.
The number of directors will be seven and no deputies will be appointed.
The number of auditors will be one and no deputy auditor will be appointed.
The chairman will be paid a fixed amount of SEK 400,000. All other directors
will be paid a fixed amount of SEK 200,000. The fees to the directors remain
unchanged compared to previous year.
The auditors will be paid as per invoice.
Re-election of the directors Tse Ping, Niclas Adler, Vlad Artamonov and Hans
Wigzell. New election of Hans-Olov Olsson, Anders Härfstrand and Magnus Persson.
Election of Niclas Adler as chairman of the Board of Directors. The composition
of the Board of Directors meets the independence requirement of the Swedish
Corporate Governance Code. The Nomination Committee proposes that voting shall
take place individually.
Re-election of E&Y as auditor in accordance with the audit committee's
recommendation, currently with Björn Ohlsson as auditor in charge, for the time
until the end of the 2018 Annual General Meeting.
The Nomination Committee shall have five members of which the five largest
owners (voting power, as set forth in the share register kept by Euroclear
Sweden AB as of 31 August 2017) shall appoint one member each. The chairman of
the Board of Directors shall convene the first meeting. If a shareholder does
not exercise its right to appoint a member, the shareholder next in order of
voting power, who has not already appointed a member or has a right to appoint a
member, shall have the right to appoint a member to the Nominating Committee.
The members of the Nomination Committee shall be made public as soon as the
members have been appointed, and in no case later than six months prior to
Annual General Meeting 2018. The members shall among themselves appoint the
chairman of the committee. If a member resigns or is prevented from pursuing
his/her assignment, the shareholder that has appointed such member shall appoint
a new member. In the event that the shareholding in the Company is materially
changed, before the Nomination Committee has completed its assignment, the
Nomination Committee may decide to change the composition of the Nomination
Committee, as determined by the Nomination Committee (considering the principles
applicable for the appointment of the Nomination Committee). Any change in the
composition of the Nomination Committee shall be announced as soon as possible.
No fees shall be paid to the members of the Nomination Committee. Out of pocket
expenses shall be reimbursed by the Company. The mandate of the committee shall
be until the members of the succeeding committee have been announced. The
Nomination Committee shall carry out the tasks that, according to the Swedish
Corporate Governance Code, are the responsibility of the Nomination Committee.
The proposal by the Nomination Committee corresponds to previous years
principles for how the members should be appointed.
Item 10 b: Appropriation of the Company's result according to the adopted
balance sheet
The Board of Directors and the CEO proposes that the amount at disposal of the
Annual General Meeting, in total SEK -12,406,768 shall be allocated as follows:
To be carried forward SEK
-12,406,768.
Item 15: The Board of Directors' proposal regarding principles for remuneration
to executive management
Karolinska Development shall maintain compensation levels and terms required to
recruit and keep an executive management with the competence and experience
necessary to meet the companys operational goals. The total remuneration to
executive management shall be competitive, reasonable and appropriate.
Fixed salaries shall be based on each individuals experience and field of
responsibility. Fixed salary shall be revised annually for each calendar year.
Variable remunerations shall be formed to promote Karolinska Developments long
term value creation; be based upon criteria that are predetermined, clear,
measurable and that can be influenced; if in form of variable salary, have a
fixed cap; not be included when calculating pension insurance premiums.
The termination period at termination by the company shall not exceed six months
for the executive management. Severance pay may be paid only to the CEO. Fixed
salary during a period of notice and severance pay aggregated are not to exceed
an amount equivalent to the individuals fixed salary for two years.
The proposal in full will be available at Karolinska Development's website.
Item 16 The Board of Directors' proposal regarding authorization for the Board
of Directors to resolve on transfer of own shares
Karolinska Development has previously, on the basis of authorizations from the
Annual General Meeting, acquired own shares for the purpose of using these
shares as a hedge to cover charges in the form of social security fees in the
Company's Performance Share Program to employees resolved by the Annual General
Meeting 2014 and 2015 (PSP 2014 and PSP 2015). For this purpose the Company
holds 244,285 own shares of series B as per the date of this notice. On the
basis of calculations of the Company's commitments in outstanding programs, it
is currently estimated that no additional shares of series B are required to
cover social security fees in the Company's outstanding share programs.
Each resolution to transfer shares for the purpose to cover charges of social
security fees in the Performance Share Program has for legal reasons only been
valid up to the following Annual General Meeting. Resolutions on transfer of own
shares for this purpose have therefore been repeated at the subsequent Annual
General Meeting.
The Board of Directors makes the assessment that it continues to be advantageous
for the Company to be able to use repurchased shares as a hedge to cover social
security fees in the Company's outstanding Performance Share Programs.
In view of the above, the Board of Directors proposes as follows.
The Board of Directors are proposed to be authorized to decide, on one or
several occasions and until the next Annual General Meeting, to transfer earlier
acquired shares of series B amounting to 244,285, to cover charges in the form
of social security fees in PSP 2014 and PSP 2015. Transfer of the shares held by
the Company may be executed with or without deviation from shareholders pre-
emption right. Transfers shall be made on Nasdaq Stockholm. Transfers can only
be made at a price within the price interval registered at each time for the
share.
A resolution in accordance with the Board of Directors' proposal requires
support from shareholders with not less than 2/3 of votes cast as well as shares
represented at the meeting.
Item 17: The Board of Directors' proposal regarding authorization for the Board
of Directors to resolve on new issues of shares
The Board of Directors proposes that the Annual General Meeting resolves to
authorize the Board of Directors, for the period up to the next Annual General
Meeting to resolve, whether on one or several occasions, with or without
deviation from the shareholders' pre-emption rights, and for payment in cash, by
set-off or in kind, to issue new shares of series B up to a number that, at the
time of the first resolution under this authorization, corresponds to ten (10)
per cent of the total share capital; provided however that any such issue must
not result in the Company's share capital exceeding the Company's maximum
allowed share capital as set out in the articles of association.
A resolution in accordance with the Board of Directors' proposal requires
support from shareholders with not less than 2/3 of votes cast as well as shares
represented at the meeting.
Item 18: The Board of Directors' proposal regarding approval of new issue of
warrants to employees in subsidiaries
According to Chapter 16 of the Swedish Companies Act (the "LEO Law") new issues
of warrants in subsidiaries directed to directors or employees of the issuer or
another group company, must in some cases be approved by the general meeting of
the parent company.
Umecrine Cognition AB which is a subsidiary of Karolinska Development decided on
March 2, 2017, to issue 398,228 warrants to personnel as follows. The chairman
of the board Kenth Bergström a maximum of 88,495 warrants; CEO Magnus Doverskog
a maximum of 176,991 warrants; director Bruce Scharschmidt a maximum of 88,495
warrants; consultant Lars Öhman a maximum of 44,247 warrants. The purpose of the
issuance is to implement an incentive program for certain key individuals within
Umecrine Cognition AB. The warrants are issued at price of SEK 0.35 per warrant.
Each warrant entitles to subscription for one new share in Umecrine Cognition AB
at a price of SEK 40.
The Board of Directors proposes that the Annual General Meeting approves the
issue of warrants described above.
A resolution in accordance with the Board of Directors' proposal requires
support from shareholders with not less than 9/10 of votes cast as well as
shares represented at the meeting.
The proposal in full will be available on the Company's website.
Item 19 The Board of Directors' proposal for an incentive program for the
company's employees by way of a (A) directed issue of warrants and (B) approval
of transfer of warrants
The Board proposes that the Annual General Meeting resolves on an incentive
program for the company's employees (the "Warrant Program" 2017/2020"). To
implement Warrant Program 2017/2020, the Board proposes that the Annual General
Meeting resolves on a (A) directed issue of warrants series 2017/2020 with
deviation from the shareholders' pre-emption right and the (B) approval of
transfer of warrants to employees, on the following terms and conditions:
A. Directed issue of warrants
A maximum of 3,216,836 warrants shall be issued. Each warrant shall entitle to
subscription of one (1) new share of series B in the company. The right to
subscription shall, with deviation from the shareholders' pre-emption right,
shall vest in the company's wholly-owned subsidiary, KD Incentive AB, with right
and obligation for the subsidiary to transfer warrants to employees in the
company in accordance with article B below. The warrants shall be issued without
consideration to KD Incentive AB. Subscription of the warrants shall be made no
later than 4 June 2017 with a right for the Board to extend this time limit.
Subscription of shares by virtue of the warrants may be effected as from 30 June
2020 up to and including 31 August 2020. The subscription price per share shall
correspond to 250 % of the volume weighted mean value according to Nasdaq
Stockholm's official price list for share of series B in the company during ten
(10) trading days immediately following the Annual General Meeting 2017. A share
which has been issued upon subscription, will entitle to dividends for the first
time on the first record date for dividend occurring after the subscription of
shares through exercise of warrants has been executed. The share capital may be
increased by a maximum of SEK 32,168.36, provided that the reduction of share
capital is decided upon under item 20 below, or SEK 1,608,418 if the reduction
under item 20 is not executed, at the time of subscription for new shares, which
corresponds to a dilution effect of approx. 4.8 per cent of outstanding shares
and approx. 4.0 per cent of the votes. If all outstanding incentive program to
employees in the company are included in the calculation the corresponding
dilution amounts to approx. 5.7 per cent of the outstanding shares and approx.
4.7 per cent of the votes. The dilution has been calculated as the number of new
shares in proportion to the number of existing and new shares. Shares which are
issued after subscription will entitle to dividends for the first time at the
record date for dividends occurring immediately thereafter. The reasons for the
deviation from the shareholders' pre-emption right are that the Board is of the
opinion that an option program which offers the employees the opportunity to
share in the value of the company will enhance the commitment and
responsibility, and results in an increased motivation to work for a favourable
financial development of the company. An incentive program is also expected to
improve the possibilities to recruit and retain competent, motivated and
committed employees.
A. Transfer of warrants
The warrants shall against payment be transferred by KD Incentive AB, at one or
several occasions, to employees in the company. Transfer shall be made at market
value at the time of transfer. First allotment of warrants shall be made in
accordance with the following guidelines:
Category A (CEO) is allowed to acquire a maximum of 1,608,418 warrants.
Category B (Other members of Executive Management) is allowed to acquire a
maximum of 402,105 warrants respectively, in total a maximum of 804,210
warrants.
Category C (Other personnel) is allowed to acquire a maximum of 107,228 warrants
respectively, in total a maximum of 321,684 warrants.
First allocation is expected to be made in June 2017. The warrants remaining
after the first allotment may be allotted to current and future employees at
market value, applicable from time to time, in accordance with the allotment
principles stated above. Participants have the right to subscribe for a larger
number of warrants than stated by the guidelines above and may be allotted
additional warrants if full subscription is not reached in the program. If such
over-subscription occurs, allotment shall be made to the participants that
wishes to subscribe for such additional warrants, pro-rated in relation to the
number of warrants each participant have been allotted in the first allotment.
482,524 warrants and any warrants that have not been allocated in accordance
with the above shall be reserved for future recruitments of employees in each
category above of the group companies, whereby above stated guidelines for
allotment shall be applicable. Transfer of warrants to future employees may not
occur after March 2018. Right to allotment in the Warrant Program 2017/2020
requires that the employee, at the time of allotment, holds its position or has
signed an agreement regarding it and has not, at such time, informed or been
informed that the employment will be terminated. The company shall in connection
with the transfer of warrants to the participant, reserve a pre-emption right
regarding the warrants if the participant's employment with the company is
terminated or if the participant wishes to transfer the warrants.
A resolution in accordance with the Board of Directors' proposal requires
support from shareholders with not less than 9/10 of votes cast as well as
shares represented at the meeting.
The proposal in full will be available on the Company's website.
Item 20 The Board of Directors' proposal regarding resolution on (A) amendment
of the company's articles of association (B) reduction of the share capital
A. Resolution regarding amendments of the articles of association
In order to reduce the company's share capital in accordance with the Board of
Directors' proposal under sub-resolution 20 (B) below, amendment of the articles
of association regarding the share capital limits is required.
The Board of Directors' therefore propose that the Annual General Meeting
resolves to amend the company's share capital limits from not less than SEK
25,000,000 and not more than SEK 100,000,000 to not less than SEK 500,000 and
not more than SEK 2,000,000.
If the Annual General Meeting resolves to change the share capital limits in
accordance with the proposal, section 4 of the company's articles of
association will begin as follows:
"The company's share capital shall not be less than SEK 500,000 and not more
than SEK 2,000,000."
Further, it is proposed that an editorial amendment is made under section 6 of
the company's articles of association due to a name change of the stipulated
act. Hereafter the company's articles of association is read as follows:
"The company's shares must be registered in a central securities depository
register under the Central Securities Depository and Financial Instruments
(Accounts) Act (SFS 1998:1479)."
B. Decision regarding reduction of share capital without retirement of shares
The Board of Directors propose that the Annual General Meeting resolves on
reduction of the company's share capital with SEK 31,524,981.04 (the reduction
amount) without retirement of shares, and that the reduction amount is allocated
to non-restricted equity in order to adjust the company's capital structure.
After the reduction, the Company's share capital will be SEK 643,366.96, divided
on 64,336,696 shares, whereby the quota value for each share will be SEK 0.01.
To implement the resolution on reduction of the share capital without retirement
of shares authorisation from the Swedish Companies Registration Office is
required.
The sub-resolution 20 (A)-(B) above is subject to, and adopted as, a single
joint resolution by the Annual General Meeting.
A resolution in accordance with the Board of Directors' proposal requires
support from shareholders with not less than 2/3 of votes cast as well as shares
represented at the meeting.
The proposal in full will be available on the Company's website.
Miscellaneous
The annual report, the auditors report, the proposal by the Nomination Committee
and its reasoned statement, the auditors statement regarding compliance with the
Guidelines for Remuneration to Executive Management and complete proposals for
decisions in all matters on the agenda will be available at the Company's office
at Tomtebodavägen 23 A in Solna, Sweden and on the Companys web site,
www.karolinskadevelopment.com from May 3, 2017. Copies of the above-mentioned
documents will, upon request, be sent to shareholders who have provided their
postal address. A request for such documents may be made in the way set forth
above for notification of attendance. The Board of Directors' complete proposal
regarding item 19 and 20 will automatically be sent to all shareholders that
have notified the Company of their participation in the Annual General Meeting
and who have informed the Company of their postal address.
A shareholder is entitled to require that the Board of Directors and the CEO
(when possible without causing material damage to the Company) provides
information regarding (i) circumstances that may have an effect on the
assessment of an item on the agenda or on the economic situation of the Company
or a subsidiary within the Group; (ii) the Companys relation to another Company
within the Group; (iii) the consolidated Group report.
As per the date of this notice, there are 64,336,696 shares, representing a
total of 77,864,578 votes outstanding in the Company, distributed among
1,503,098 shares of series A (with 15,030,980 votes) and 62,833,598 shares of
series B (with 62,833,598 votes). As per the date of this notice, the Company
holds 244,285 treasury shares of series B.
Solna in April 2017
Karolinska Development AB (publ)
The Board of Directors
For further information, please contact:
Jim Van heusden, CEO, Karolinska Development AB
Phone: +46 72 858 32 09, e-mail: jim.van.heusden(at)karolinskadevelopment.com
Ulf Richenberg, General Counsel, Karolinska Development AB
Phone: +46 70 29 860 25, e-mail: ulf.richenberg(at)karolinskadevelopment.com
David Dible/Mark Swallow/Pip Batty, Citigate Dewe Rogerson
Phone: +44 20 7638 9571; e-mail: KDev(at)citigatedr.co.uk
TO THE EDITORS
About Karolinska Development AB
Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic life sciences
investment company. The company focuses on identifying breakthrough medical
innovations in the Nordic region that are developed by entrepreneurs and
leadership teams. The Company invests in the creation and growth of companies
that advance these assets into commercial products that are designed to make a
difference to patients' lives while providing an attractive return on investment
to shareholders.
Karolinska Development has access to world-class medical innovations at the
Karolinska Institutet and other leading universities and research institutes in
the Nordic region. The Company aims to build companies around scientists who are
leaders in their fields, supported by experienced management teams and advisers,
and co-funded by specialist international investors, to provide the greatest
chance of success.
Karolinska Development has established a portfolio of nine companies targeting
opportunities in innovative treatment for life-threatening or serious
debilitating diseases.
The Company is led by an entrepreneurial team of investment professionals with a
proven track record as company builders and with access to a strong global
network.
For more information, please visit www.karolinskadevelopment.com
This information is information that Karolinska Development AB (publ) (Nasdaq
Stockholm: KDEV) is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through the agency of
Jim Van heusden, at 08.00 CET on April 20, 2017.
Press release AGM 2017:
http://hugin.info/143071/R/2096975/793574.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Karolinska Development AB (publ) via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 20.04.2017 - 08:02 Uhr
Sprache: Deutsch
News-ID 537221
Anzahl Zeichen: 29460
contact information:
Town:
Solna
Kategorie:
Business News
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