The Election Committee of Active Biotech AB proposes Michael Shalmi to be appointed new Chairman of the Board and Uli Hacksell to be appointed new member of the Board
Lund 2 May, 2019 – Active Biotech (NASDAQ, STOCKHOLM:ACTI) announce that the Election Committee of Active Biotech AB (publ) proposes that Michael Shalmi and Uli Hacksell are appointed new members of the Board of Directors and that Michael Shalmi is appointed Chairman of the Board of Directors. Mats Arnhög and Magnhild Sandberg have declined re-election.
The Election Committee’s proposal to the Annual General Meeting
The Election Committee, which is composed of Mats Arnhög (Chairman of the Board), Johnny Sommarlund (MGA Holding), Tomas Billing (Nordstjernan) and Reza Khiabani (own holdings), proposes the following:
- Chairman of the Meeting: attorney-at-law Erik Sjöman.
- Number of members and deputy members of the Board of Directors: four ordinary members with no deputies.
- Fees payable to the Board of Directors: SEK 500.000 to the Chairman of the Board and SEK 200.000 to each of the other Board members who are not employed by the company. Michael Shalmi may also receive remuneration on market terms for work performed for the company outside the scope of the Board work (for additional information, see below).
- Board of Directors: re-election of Peter Sjöstrand and Peter Thelin and appointment of Michael Shalmi and Uli Hacksell as new members of the Board.
- Chairman of the Board: Michael Shalmi.
- 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.
- Auditor: re-election of KPMG AB.
The proposal regarding auditor is in accordance with the recommendation by the Board of Directors.
Furthermore, the Election committee proposes that the Election Committee for the Annual General Meeting 2020 shall be appointed in accordance with principles corresponding to those previously applied.
Information on the Board members proposed to be appointed
Michael Shalmi, born in 1965 and Danish citizen graduated as a physician from University of Copenhagen and obtained his MBA following studies at Scandinavian International Management Institute in Copenhagen. Previously, Michael Shalmi served as Managing Director and Head of Principal Investments of Novo Holdings A/S. He holds a position as director of the Supervisory Board of Evotec AG, and the Board of Momentum Gruppen A/S.
Uli Hacksell, born in 1950, is a pharmacist, Doctor of Pharmaceutical Science and associate Professor at Uppsala University. He is acting CEO and member of the Board of Medivir AB. In addition, Uli Hacksell holds a position as Chairman of the Board of Adhera Therapeutics Inc. and as member of the Board of Beactica AB, Cerecor Inc, InDex Pharmaceuticals AB and Uppsala University.
For further information on the proposed members of the Board of Directors, please see the Election Committee’s complete proposal which is available at Active Biotech’s website, www.activebiotech.com.
The Election Committee has been informed that Active Biotech intends to enter into a consulting agreement with Michael Shalmi, pursuant to which Michael Shalmi and the management of the company jointly shall develop a new business plan for the company based on a full evaluation of the clinical and commercial opportunities of Active Biotech’s assets. This task, which is an assignment outside the scope of Michael Shalmi’s task as Chairman of the Board, shall be carried out during the period up to and including December 31, 2019, for which it is intended that Michael Shalmi shall receive a remuneration of SEK 1.1 million for the assignment.
In addition, the Election Committee has been informed that the main owners of Active Biotech, MGA Holding and Nordstjernan, have issued call options on market terms for 1.500.000 shares in Active Biotech to Michael Shalmi.