Notice of EGM in Karolinska Development AB
(Thomson Reuters ONE) -
The shareholders of Karolinska Development AB (publ), reg. no. 556707-5048
("Karolinska Development" or the "Company") are invited to the Extraordinary
General Meeting on Tuesday November 28, 2017 at 16:00 (CET), at Tomtebodavägen
23 A in 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 Wednesday November 22, 2017, and
(ii) notify Karolinska Development of his/her intention to attend the meeting,
no later than on Wednesday November 22, 2017, by telephone (+46 8 524 860 70),
email (eva.montgomerie(at)karolinskadevelopment.com) or regular mail (Karolinska
Development, "EGM", Tomtebodavägen 23 A, SE-17165 Solna, Sweden). The
notification should include name, identification/registration number, address,
telephone number, number of shares and, if applicable, details on proxies and
number of assistants.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee shareholder
must temporarily re-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 re-registration must be completed on Wednesday November 22, 2017 at
the latest. Therefore, request for such registration must be made well in
advance of such date.
Proxy
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. The original power of attorney and certificate of
registration should be submitted to the Company by post at the address mentioned
above in due time prior to the meeting. 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 has been duly convened
7. Resolution on election of new member of the board of directors
8. Resolution on approval of share issue in the subsidiary Umecrine Cognition
AB
9. Closing of the meeting
Proposals to resolutions
Item 2. Election of chairman of the meeting
The Nomination Committee has been 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.
The Nomination Committee proposes that the lawyer Johan Hessius is appointed to
chair the Extraordinary General Meeting.
Item 7. Resolution on election of new member of the board of directors
The Nomination Committee proposes that the General Meeting resolves to elect Ewa
Björling as ordinary member of the board of directors until the end of the next
Annual General Meeting. Ewa Björling is replacing Hans-Olov Olsson whom has
chosen to resign from the board of directors at his own request.
It is noted that the Annual General Meeting 2017 resolved that the number of
members of the board of directors will be seven and no deputies will be
appointed.
Dr Ewa Björling is a qualified dentist as well as a Medical Doctor and lecturer
in virology. She is a former member of the Swedish parliament and served as
Sweden's Minister for Trade between 2007-2014 and for a period also as Minister
for Nordic Cooperation. Moreover, she has been employed at the Department of
Microbiology, Tumor and Cell Biology (MTC) at Karolinska Institutet in Solna.
Ewa Björling has previous engagements as a Board member of Essity AB, BioGaia AB
and Mobilaris AB among others. Ewa Björling is independent in relation to the
company, its management and Karolinska Developments major shareholders.
Item 8. Resolution on approval of issue of shares in the subsidiary Umecrine
Cognition AB
According to Chapter 16 of the Swedish Companies Act (the "LEO Law") new issues
of shares in subsidiaries directed to members of the board of directors or
employees of the issuer or another group company, must in some cases be approved
by the general meeting of the parent company. The board of directors proposes
that the General Meeting approves on an issue of shares in the subsidiary
Umecrine Cognition AB as follows.
Umecrine Cognition AB resolves on a general meeting to issue a maximum of
60,241 shares. The right to subscription shall, with deviation from the
shareholders' pre-emption right, belong to The Bruce Frederick Scharschmidt and
Peggy Sue Crawford Family Trust dated October 9, 2001, a closely related party
to the member of the board of directors Bruce Scharschmidt. The subscription
price for the new shares is SEK 16.60 per share, which equals the market price
as estimated by the board of directors adjusted with a market rate discount.
Subscription for the shares shall take place within two weeks from the date of
the general meeting. The board of directors has the right to extend the
subscription period. Payment for subscribed shares shall be made within two
weeks from the date of the general meeting. The board of directors has the right
to extend the period for payment. The subscribed shares entitles for a right to
dividends as of the current financial year. The share capital increase by
subscription in Umecrine Cognition AB is amounted to a maximum of SEK 6,024.12
The purpose of the issue of shares and the reason for deviation from the
shareholders pre-emption rights is that the selected investor is deemed a
strategically important investor for the company.
A resolution in accordance with the 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 at the Company's website.Information at
the General Meeting
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 circumstances that may have an effect on the assessment of
an item on the agenda.
Documentation
The Board of Directors' complete proposal pursuant to item 8 as well as other
documents according to the Swedish Companies Act will be held available at the
Company's office with address Tomtebodavägen 23 A in Solna and on the Company's
website, www.karolinskadevelopment.com, no later than three weeks before the
meeting, i.e. no later than on Tuesday November 7, 2017. The documents will also
be sent, without charge, to shareholders who so request and inform the Company
of their postal address. The documents will also be held available at the
General Meeting.
Miscellaneous
As per the date of this notice, there are 64,361,206 shares, representing a
total of 77,889,088 votes in the Company, distributed among 1,503,098 shares of
series A (with 15,030,980 votes) and 62,858,108 shares of series B (with
62,858,108 votes). As per the date of this notice, the Company holds 244,285
treasury shares of series B.
Solna in November 2017
Karolinska Development AB (publ)
The Board of Directors
For further information, please contact:
Viktor Drvota, CEO, Karolinska Development AB
Phone: +46 73 982 52 02, e-mail: viktor.drvota(at)karolinskadevelopment.com
Ulf Richenberg, General Counsel, Karolinska Development AB
Phone: +46 70 29 860 25, e-mail: ulf.richenberg(at)karolinskadevelopment.com
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
The information was submitted for publication, through the agency of Viktor
Drvota, at 19.00 CET on 3 November 2017.
PR Notice EGM:
http://hugin.info/143071/R/2147124/823411.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: 03.11.2017 - 19:00 Uhr
Sprache: Deutsch
News-ID 566604
Anzahl Zeichen: 11488
contact information:
Town:
Solna
Kategorie:
Business News
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