Active Biotech - Notice of Annual General Meeting of ShareholdersApril 11, 2013 08:30 (CEST)
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 email@example.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.
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda for the Meeting
- Determination of whether the Meeting has been duly convened
- Presentation of the Annual Report and the Auditors' Report, and the Consolidated Accounts and the Auditors' Report for the Group
- CEO's account of operations
- Resolution concerning the adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet
- Resolution concerning the disposition of the Company's results pursuant to the adopted Balance Sheet
- Resolution on discharge from liability of the members of the Board of Directors and the CEO
- Determination of the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors
- Determination of fees payable to the Board of Directors and auditors
- Election of the Board of Directors, Chairman of the Board and auditors
- Resolution concerning Election Committee
- The Board of Director's proposal regarding guidelines for remuneration of senior executives
- The Board of Director's proposal regarding share issue authorization
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.
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)