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.
STOCKHOLM, April 10, 2019 /PRNewswire/ -- The
shareholders of Alligator Bioscience AB, Reg. No. 556597-8201, are
invited to attend the annual shareholders' meeting to be held on
Thursday 9 May 2019, at 4.00 pm, at building 302, Medicon Village,
Scheelevägen 2 in Lund.
RIGHT TO PARTICIPATE
Shareholders that wants to participate must be recorded in the
company's share register kept by Euroclear Sweden AB as of Friday
3 May 2019 and, further, have given
notice of their intent to participate to the company, which notice
must have been received by the company no later than on Friday
3 May 2019, by mail to address,
Alligator Bioscience AB, att Lotten Almén, Medicon Village,
SE-223 81 Lund, Sweden, by
phone to +46(0)46-540-82-00, or by e-mail to
anmalan@alligatorbioscience.com. The notice should specify the
shareholder's name, personal identity number or company
registration number, telephone number during work hours and the
number of shares held by the shareholder and, when applicable,
information on the number of advisors (2 at the most).
TRUSTEE REGISTERED SHARES
Shareholders, whose shares are trustee-registered must, in order
to participate in the shareholders' meeting, temporarily register
their shares in their own name in the share register kept by
Euroclear Sweden AB. Such re-registration of ownership must be
implemented no later than as of Friday 3 May
2019. The shareholders must well in advance before this date
notify their trustees thereof.
PROXY
Shareholders participating by proxy must issue a dated and
signed proxy. Should the proxy be issued by a legal entity, a
certified copy of the valid registration certificate
(Sw. registreringsbevis) of the legal entity (or
corresponding document) must be presented. Proxies should be in
writing and submitted at the latest at the shareholders' meeting,
but should preferably be sent before the shareholders' meeting. The
validity term of the proxy may be at the longest five years if this
is specifically stated. In case no validity term is stated, the
proxy is valid for at the longest one year. Proxy forms are
available at the company website (www.alligatorbioscience.se) and
at the company (see address above), and will also be sent to the
shareholders that request it and state their address.
PROPOSED AGENDA
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the register of voters
- Election of two persons to confirm the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly
convened
- Address by the CEO
- Presentation of the Annual Report and Audit Report and the
Consolidated Annual Report and Consolidated Audit Report
- Resolution on
a) adoption on the profit and loss statement and
balance sheet, as well as the consolidated profit and loss
statement and the consolidated balance sheet;
b) distribution of the company's loss according to the
adopted balance sheet; and
c) discharge from liability of the members of the board
and the CEO
- Determination of the number of board members as well as
auditors and deputy auditors
- Determination of remuneration for the board members and the
auditors
- Election of board members and Chairman of the board, auditor
and deputy auditors
- Instruction and charter for the Nomination Committee
- Determination of Remuneration Policy for senior executives
- Resolution on authorization regarding new share issues
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 2: Election of Chairman of the meeting
The Nomination Committee, consisting of Lars Bergkvist (Chairman), representing Lars
Spånberg, Kirsten Drejer,
representing Sunstone Life Science Ventures Fund II K/S, and Jonas
Sjögren, representing Jonas Sjögren, and the Chairman of the board,
Peter Benson, proposes that the
Chairman of the Board, Peter Benson,
is elected as Chairman of the meeting.
Item 9 b: Resolution on
distribution of the company's result
The board proposes that no dividends are paid and that the
available funds of SEK 428,750,021
are carried forward to a new account.
Item 10-12: Determination of the number of board members as well
as auditors and deputy auditors, Determination of remuneration for
the board members and the auditors and Election of board members
and Chairman of the board, auditor and deputy auditors
The Nomination Committee has not been able to complete its work
with preparing a proposal for election of the board in such a time
that the proposals can be included in the notice. The Nomination
Committee's work with preparing a proposal for election of the
board is ongoing and the Nomination Committee has informed that
proposals regarding the number of board members, election of board
members and Chairman of the board and remuneration for the board
members pursuant to items 10-12 will be submitted to the company as
soon as the proposals are ready. The company will thereafter
announce the proposals through a press release and keep the
proposals available at the company and at the company's website
together with the Nomination Committee's reasoned statement
regarding its proposal for election of the board and information
regarding the proposed board members.
The Nomination Committee proposes, in accordance with the
recommendation from the Audit Committee, that one registered public
accounting firm without deputy is appointed, and that Ernst Young
AB is re-elected as auditor. Ernst & Young AB has informed that
the public authorized public accountant Johan Thuresson will continue to be appointed as
the responsible auditor. Remuneration for the auditor is proposed
to be paid in accordance with customary norms and approved
invoice.
Item 13: Instruction and charter for the Nomination
Committee
The Nomination Committee proposes that a Nomination Committee
shall be appointed before the coming election and remuneration, and
that an instruction and charter for the Nomination Committee shall
be adopted in accordance with the following substantial terms. The
Nomination Committee shall consist of four members, representing
the three largest shareholders at the last weekday of June,
together with the Chairman of the board. If any of the three
largest shareholders refrains to appoint a member of the Nomination
Committee, or if such member resigns or relinquishes before
completion of the assignment and the shareholder who appointed the
member does not appoint a new member, the Chairman of the board
shall encourage the next owner in size (i.e. the fourth largest
shareholder), up until the tenth largest shareholder, to appoint a
shareholder representative within a week from the encouragement.
If, despite such encouragements, only three members have been
appointed four months prior the annual shareholders' meeting, the
Nomination Committee shall be able to constitute itself with three
members and the Nomination Committee shall be able to resolve if
the procedure to appoint the fourth member shall proceed or
not.
The members of the Nomination Committee shall be announced on
the company's website no later than six months before the annual
shareholders' meeting. If a substantial change of ownership occurs
no later than seven weeks before the annual shareholders' meeting,
a new shareholder representative shall be appointed. The Chairman
of the board shall notify the one shareholder of the three largest
shareholders who has not yet appointed a shareholder representative
and encourage this shareholder to appoint such a representative.
When the shareholder has appointed a shareholder representative,
this representative shall be a member of the Nomination Committee
and replace the earlier member of the Nomination Committee who no
longer represents one of the three largest shareholders.
The Nomination Committee's main responsibility is to submit
proposals in reference to nomination of the Chairman of the annual
shareholders' meeting, election and remuneration for the members of
the board, election and remuneration for the auditor, as well as to
submit proposals in reference to principles for the appointment of
the Nomination Committee and instructions for the Nomination
Committee.
These principles for the Nomination Committee's appointment and
instruction for the Nomination Committee shall be valid until
further notice until a resolution on amendment is passed by a
shareholders' meeting.
Item 14: Determination of Remuneration Policy for senior
executives
The board proposes that a Remuneration Policy 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.
The company's starting point is that remuneration shall be paid
on market oriented and competitive terms in order for the company
to be able to recruit and retain senior executives. The
remuneration for senior executives may consist of fixed salary,
variable remuneration, pension, other benefits and share-based
incentive programs. The CEO and other senior executives are in
general entitled to other customary benefits, such as health
insurance, company car and other benefits that can be considered as
reasonable in reference to market practice and the benefit for the
company.
The remuneration for the CEO and other senior executives shall
be based on factors such as work tasks, expertise, experience,
position and performance. Furthermore, the distribution between
fixed salary and variable remuneration shall be related to the
employee's position and work tasks. Variable remuneration is to be
linked to predetermined and measurable performance criteria,
formulated with the objective to promote the company's long-term
value creation. The remuneration is not to be discriminating on
grounds of gender, ethnic background, national origin, age,
disability or other irrelevant factors.
The CEO and other senior executives shall be offered a fixed
salary that is market oriented and based on the individual's
responsibility, expertise and performance. In addition to fixed
salary, the CEO and other senior executives are generally entitled
to an annual bonus of a maximum of 25 per cent of the annual fixed
salary.
In addition to what is agreed in collective agreements or other
agreements, the CEO and other senior executives may be entitled to
arrange individual pension schemes, provided that the total cost
for the company is unchanged.
A mutual notice period of six months is applied for the CEO and
for other senior executives a notice period not exceeding six
months shall be applied. Severance payment, apart from salary
during the notice period, only exists for the CEO who is entitled
to a severance payment of six monthly salaries provided that the
company has terminated the CEO's employment.
To the extent that a board member performs consultancy work on
behalf of the Company, in addition to the assignment as board
member, consultancy fees and other remuneration for such
consultancy work should be payable. Such remuneration shall be paid
on market terms and the remuneration as well as other terms shall
be resolved upon by the board.
The board shall be entitled to deviate from these guidelines in
individual cases if there are special reasons for doing so.
The board shall every year consider whether or not a share-based
incentive program shall be proposed to the annual shareholders'
meeting. Issues and transfers of securities which have been
resolved by the shareholders' meeting in accordance with the
provisions in Chapter 16 of the Swedish Companies Act shall not be
comprised by these guidelines to the extent a shareholders' meeting
has resolved, or will resolve, on such a resolution.
Item 15: Resolution on authorization regarding new share
issues
The board proposes that the annual shareholders' meeting
resolves to authorize the board, up until the next annual
shareholders' meeting, at one or several occasions, with or without
deviation from the shareholders' preferential rights and with or
without provisions regarding contribution in kind, set-off or other
conditions, to issue shares. The reason for why a deviation from
the shareholders' preferential rights should be possible is to
enable the company to source working capital, to be able to execute
acquisitions of companies or operating assets as well as to enable
new issues to industrial partners within the framework of
partnerships and alliances. The total number of shares that may be
issued shall not exceed 17,847,000 shares, which corresponds to a
dilution of approximately 20 percent calculated on the current
number of shares. In case the authorization is used for an issue
with deviation from the shareholders' preferential rights, the
issue shall be made on market terms.
PARTICULAR MAJORITY REQUIREMENTS
For a valid resolution on the proposal pursuant to item 15, the
proposal has to be supported by shareholders representing at least
two-thirds of the votes cast as well as of all shares represented
at the annual shareholders' meeting.
SHAREHOLDERS' MEETING DOCUMENTS AND OTHER INFORMATION
Accounting documents, the audit report, the statement by the
auditor on the compliance of the applicable guidelines for
remuneration to senior executives and the complete proposals for
the resolutions pursuant to items 13-15 above are available at the
company (address above) and at the company's website
(www.alligatorbioscience.se) as from no later than three weeks
prior to the annual shareholders' meeting. The Nomination
Committee's reasoned statement regarding its proposal for election
of the board and information regarding the proposed board members
will be available when the Nomination Committee has informed the
company about its proposals. A copy of the documents will be sent
to the shareholders that request it and that states their address
and will also be available at the annual shareholders'
meeting.
The board and the CEO shall at the annual shareholders' meeting,
if any shareholder so requests and the board believes that it can
be done without significant harm to the company, provide
information regarding circumstances that may affect the assessment
of items on the agenda, circumstances that can affect the
assessment of the company's or its subsidiaries' financial position
and the company's relation to other companies within the group.
The total number of shares and votes in the company amounts to
71,388,615. The company does not hold any own shares.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in April 2019
ALLIGATOR BIOSCIENCE AB (PUBL)
The board of directors
About Alligator Bioscience
Alligator Bioscience AB is a clinical-stage biotechnology
company developing tumor-directed immuno-oncology antibody drugs.
Alligator's growing pipeline includes five lead clinical and
preclinical drug candidates: ADC-1013, ATOR-1015, ATOR-1017,
ALG.APV-527 and ATOR-1144. Alligator's shares are listed on Nasdaq
Stockholm (ATORX). The Company is headquartered in Lund, Sweden, and has approximately 55
employees. For more information, please visit
www.alligatorbioscience.com.
ADC-1013 (JNJ-7107) is licensed to Janssen Biotech, Inc. for
global development and commercialization.
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Notice of annual
shareholders’ meeting in Alligator Bioscience AB
(publ)
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SOURCE Alligator Bioscience