The English text is an unofficial
translation. In case of any discrepancies between the Swedish text
and the English translation, the Swedish text shall
prevail.
Press release
Lund on March 21, 2017
Notice of annual general meeting in Enzymatica AB
(publ)
The shareholders in Enzymatica AB
(publ), reg. no 556719-9244 (the "Company") are hereby invited to
attend the annual general meeting ("AGM") to be held on Thursday
April 20, 2017 at 2.00 p.m. at Elite Hotel Ideon, Scheelevägen 27
in Lund. Registration for the AGM starts at 01.30 p.m.
Right to participate and
notice
Only shareholders that are recorded in their own name in the
Company's share ledger kept by Euroclear Sweden AB (The Swedish
Central Securities Depository Euroclear Sweden AB) as of
April 12, 2017 and also have given notice on April 12, 2017 to
the Company of their intent to participate, preferably no later
than 4.00 p.m., have the right to participate in the shareholders'
meeting. A shareholder may be accompanied by not more than two
advisors, provided that the number of such advisors has been
notified to the Company no later than the aforementioned time.
Proxies need not notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB
(publ), att: AGM, Ideon Science Park, 223 70 Lund or by e-mail to
louise.forssell@enzymatica.com. The notice should specify the
shareholder's name, personal identity or Company registration
number, address, work-hour telephone number and shareholding, and
names of any advisors.
Trustee-registered
shares
In order to be entitled to participate in the meeting, shareholders
whose shares are trustee-registered must temporarily register their
shares in their own names. Such registration should be requested
from the trustee, and must be executed with Euroclear Sweden AB on
April 12, 2017. Shareholders that wish to execute such registration
must, well in advance before the said date, notify its trustee
thereof.
Proxies
If a shareholder intends to participate by proxy, the proxy must
bring a written and dated proxy signed by the shareholder in
original to the meeting. The proxy may not be older than five
years. Proxy forms can be downloaded from the Company's website,
www.enzymatica.com. If the proxy is issued by a legal entity, the
proxy must also bring current registration certificate (Sw.
registreringsbevis) of the legal entity or
similar document of authorization for the legal entity.
Proposed agenda
-
Opening of the meeting
-
Election of chairman of the meeting
-
Preparation and approval of the register of
voters
-
Election of one or two persons to confirm the
minutes
-
Determination as to whether the meeting has been
duly convened
-
Approval of the agenda
-
Presentation of the Annual Report and Audit
Report and the Consolidated Annual Report and Consolidated Audit
Report
-
Resolution on
-
adoption of the profit and loss statement and
balance sheet, as well as the consolidated profit and loss
statement and the consolidated balance sheet
-
distribution of the Company's profit or loss
according to the adopted balance sheet
-
discharge from liability of the members of the
board of directors and the CEO
-
Resolution regarding amendment of the articles
of association
-
Determination of the number of members of the
board of directors and auditors
-
Determination of remuneration for the members of
the board of directors and the auditors
-
Election of
-
members of the board of directors and eventual
deputy board of directors
-
chairman of the board of directors
-
auditors and eventual deputy auditors
-
Resolution on guidelines for remuneration for
senior executives
-
Resolution regarding authorization of the board
of directors to issue shares
-
a. Resolution regarding authorization of the
board of directors to adopt personnel option program
b.
Resolution regarding authorization of the board of directors to
issue directed warrants as well as approval of transfer of
warrants
-
Closing of the meeting
Resolution proposals
Election of chairman of the
meeting (item 2)
The Nomination Committee proposes that advokat Madeleine Rydberger,
Mannheimer Swartling Advokatbyrå, shall be elected as chairman of
the meeting.
Resolution on distribution of the
Company's loss (item 8 b)
The board of directors proposes that the unappropriated funds of
SEK 35,592,524, including the year's loss of SEK 45,006,339, are
carried forward to a new account, and thus no dividends shall be
paid for the business year of 2016.
Resolution regarding amendment of
the articles of association (item 9)
The board of directors proposes that the 2017 AGM, in respect of
the proposal of the Nomination Committee that the auditor shall be
elected for a period of mandate of one year, resolves on the
following amendment of § 7 of the articles of association.
Present
wording |
Proposed
wording |
§ 7
Auditors |
§ 7
Auditors |
The
company shall have 1-2 auditors with or without deputy auditors.
These are elected by the annual general meeting for the period
until the end of the annual general meeting that is held during the
fourth financial year after the election of the auditor. |
The
company shall have 1-2 auditors with or without deputy
auditors. |
|
|
Particular
majority requirements
For a valid resolution on the proposal pursuant to item 9, the
proposal has to be supported by shareholders representing at least
two-thirds of the votes cast as well as shares represented at the
meeting.
Election of members of the board
of directors and auditor and remuneration (items
10-12)
As resolved on the AGM of 2016 the Nomination Committee shall
consist of the chairman of the board of directors together with a
representative of each of the three largest shareholders by votes
at the end of October 2016. Consequently, the Nomination Committee
consists of Håkan Roos, representing Abanico Invest AB, Guðmundur
Pálmason, representing Protenus Holding Ltd, Águstá Guðmundsdóttir
representing Gadice ehf. and Björn Algkvist, representing Fibonacci
Asset Management AB.
Proposal pursuant to item 10:
The Nomination Committee proposes that the board of directors shall
consist of six (6) ordinary members without deputies until the end
of the next AGM. Further, the Nomination Committee proposes that a
registered auditing company is appointed as auditor until the end
of the next AGM.
Proposal pursuant to 11: The
Nomination Committee proposes that remuneration for the board of
directors, excluding remuneration for committee work, shall be paid
with a total of SEK 950,000, of which SEK 350,000 is remuneration
for the chairman of the board of directors and SEK 120,000 to every
other member of the board of directors. In addition, the Nomination
Committee proposes that remuneration for work in the Audit
Committee shall be paid with SEK 50,000 to the chairman of the
Audit Committee and no remuneration shall be paid to other members
of the Audit Committee. Further, it is proposed that no
remuneration shall be paid for work in the Remuneration
Committee.
Proposal pursuant to item 12:
The Nomination Committee proposes re-election of Bengt Baron, Mats
K Andersson, Guðmundur Pálmason, Marianne Dicander Alexandersson,
Sigurgeir Guðlaugsson and Louise Nicolin as ordinary members. It is
furthermore proposed that Bengt Baron is re-elected as chairman of
the board.
The audit tender process is ongoing and the
Nomination Committee's proposal for election ao auditing company
will be disclosed separately.
Resolution on guidelines for
remuneration for senior executives (item 13)
The board of directors proposes that guidelines
regarding determination of remuneration and other benefits for the
CEO and other senior executives in the Company shall be adopted
with the following substantial terms.
-
Senior executives include the individuals that
together with the CEO constitute the Company's executive
management. Enzymatica's principle is that the Company shall offer
remuneration levels and employment conditions needed to enable
recruitment and retention of senior executives with the required
competence and capacity in order to achieve the business objective.
The remuneration shall be decided on market-based terms.
-
The fixed salary for the senior executives shall
be market-based and based on the individual's work duties,
responsibilities, expertise and performance.
-
To the extent a member of the board of directors
performs work for the Company alongside the work as a member of the
board of directors, a market-based consultancy fee should be
payable.
-
Enzymatica offers other customary benefits to
senior executives, such as company car, and occupational health
services, equivalent to what is considered as reasonable in
reference to market practice and the benefit for the
Company.
-
In addition to fixed salary, variable
remuneration may be offered for rewarding target-related
performance. The variable remuneration shall not exceed 30 per cent
of fixed annual salary.
-
Pension benefits shall be contribution based
occupational pension insurances, which shall be marked-based in
relation to what generally applies for equivalent senior executives
on the market.
-
Notice period and eventual severance payment
shall not exceed salary and other benefits of
18 months.
-
The board of directors shall be entitled to
deviate from these guidelines in individual cases if there are
special reasons for doing so, for example additional variable
remuneration in case of exceptional performance. If such deviation
occurs, the board of directors shall report the reasons for the
deviation at the closest following AGM.
Resolution regarding
authorization of the board of directors to issue new shares
(item 14)
The board of directors proposes that the meeting authorizes the
board of directors until the next annual shareholders' meeting to,
on one or more occasions, resolve to increase the Company's share
capital by issue of no more than 9,000,000 new shares.
However, such issues may not cause the share
capital in the Company to exceed the Company's highest allowed
share capital according to the articles of association. The board
of directors may deviate from the shareholders' preferential
rights. The reason for the board of directors' authorization to
deviate from the shareholders' preferential rights is to enable the
Company's possibilities to raise new capital and to take advantage
of future opportunities to attract new long-term owners of
strategic importance to the Company, as well as to finance the
Company's growth strategy. The authorization also includes the
right to decide on payment for the issued shares in kind, set-off
or other conditions as referred in Chap. 13 Sec. 5 item 6 of the
Swedish Companies Act (Sw. aktiebolagslagen
(2005:551)). At a deviation from the shareholders' preferential
rights, the issue rate shall be determined in accordance with
market conditions.
Particular
majority requirements
For a valid resolution on the proposal pursuant to item 14, the
proposal has to be supported by shareholders representing at least
two-thirds of the votes cast as well as shares represented at the
meeting.
Resolution regarding
authorization of the board of directors to adopt personnel option
program and resolution regarding authorization of the board of
directors to issue directed warrants as well as approval of
transfer of warrants (item 15 a and b)
The board of directors proposes (based on a
proposal from the Remuneration Committee) that the annual
shareholders' meeting resolves to adopt the Personnel Option
Program 2017/2023 to an elected circle of the Company's employees.
The personnel option program shall be offered to an, by the board
of directors, elected circle of the individuals from and including
21 April 2017 to and including 1 May 2017. The holders can utilize
allotted personnel options until 31 July 2023. The final proposal
to the annual shareholders' meeting will also include vesting and
milestone provisions.
The Personnel Option Program shall consist of a
maximum of 3,750,000 personnel options. The offer shall be
submitted in accordance with the following guidelines:
(a) CEO
at maximum 1,600,000 personnel options;
(b) chairman
of the board at a maximum 450,000 personnel options;
(c)
other senior executives at maximum 800,000 personnel options per
individual; and
(d) other
employees at maximum 120,000 personnel options per individual
Each personnel option confers the holder a right
to acquire one new share in the Company against cash consideration
at a utilization price of 150 % of the average value of the
Enzymatica AB share on Nasdaq First North during the period from
and including the 5 April to and including 19 April 2017. However,
the utilization price will not be lower than the quotient value of
the shares. The personnel options shall be allotted without
consideration and shall not constitute securities and shall not be
able to be transferred or pledged.
In order to enable the Company's delivery of
shares under the proposal as well as to hedge ancillary costs,
primarily social security charges, the board of directors proposes
that the annual shareholders' meeting resolves on a directed issue
of warrants as well as an approval of transfer of warrants. The
board of directors therefore proposes that the ordinary
shareholders' meeting resolves on an issue of a maximum of
4,928,250 warrants to the wholly owned subsidiary of Enzymatica
Care AB on essentially the conditions indicated above. The reason
for deviation from the shareholders' preferential rights is that
the issue is part of the establishment of the personnel option
program as described above. The board of directors further proposes
that the annual shareholders' meeting resolves to approve that the
Subsidiary may transfer warrants to the participants in the
Personnel Option Program without consideration in connection with
the utilization of personnel options in accordance with the terms
indicated above, or in another way to dispose the warrants options
in order to be able to secure the Company's commitments and costs
in relation to the Personnel Option Program.
In case all warrants within the Personnel Option
Program are utilized for subscription of shares, a total of
4,928,250 new shares will be issued, which corresponds to a
dilution of approximately 5.1 per cent of the Company's share
capital and votes after full dilution, calculated based on the
number of shares that will be added upon full utilization of the
Personnel Option Program.
Since previously, there is one warrant program
outstanding which was resolved upon by the extra ordinary
shareholders' meeting of 15 February 2016. In that warrant program
there are a total of 3,982,084 outstanding warrants. Each warrant
confers right to the holder of the warrant to subscribe for one new
share in the Company at a subscription price of SEK 5 during the
time period from 1 October 2017 to and including 1 April 2018. In
case all warrants are utilized for subscription, a total of
3,982,084 new shares will be issued.
In case all warrants (outstanding as well as the now proposed for
the ordinary shareholders' meeting of 20 April 2017 to resolve
upon) are utilized, a total of 8,910,334 shares will be issued,
which corresponds to a dilution of approximately 8.9 per cent of
the Company's share capital and votes after full dilution,
calculated based on the number of shares that will be added upon
full utilization of all warrants (outstanding as well as the
proposed).
In case all warrants are utilized for subscription
of new shares, the share capital will increase with SEK
356,413.
The Board's proposal regarding issue of warrants
must be approved by shareholders representing at least nine tenths
of the votes as well as nine tenths of the represented shares on
the meeting.
Total number of shares and
votes
The total number of shares and votes in the Company amounts as per
the date of this notice to 90,887,808. The Company does not hold
any own shares.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies
Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
The board of directors' complete proposal for a resolution pursuant
to items 9-15 are available for the shareholders at the Company's
website and at the Company at its above mentioned address at the
latest from April 6, 2017 and will free of charge be sent to the
shareholders upon their request to the Company, provided that such
shareholders state their current address.
Lund in March 2017
The board of directors
For
further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail:
fredrik.lindberg@enzymatica.com
Enzymatica
Enzymatica is a life science company who develops and sells medical
device products against infectious-related diseases. Over a short
period the company has developed a unique oral spray for colds,
ColdZyme®, and launched it on seven markets. The product has become
one of the leading articles for colds in Swedish pharmacies.
Enzymatica's strategy is to continue growing by strengthening its
position in existing markets and to expand to more geographical
markets through well-established partners. The company is
headquartered in Lund, Sweden and is listed on Nasdaq First North.
For more information, please visit www.enzymatica.com.
Enzymaticas Certified Adviser is Erik Penser
Bank.
Enzymatica AB - Notice AGM
2017
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: Enzymatica AB via Globenewswire
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