Notice of extraordinary general meeting of Nuevolution AB (publ)
The shareholders of Nuevolution AB (publ) are hereby summoned to the extraordinary general meeting on Monday 11 December 2017 at 3.00 p.m. at Advokatfirman Vinge’s offices, Smålandsgatan 20, Stockholm.
Right to attend the general meeting
Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB on Tuesday 5 December 2017, and must notify the company of their intention to attend the meeting no later than Tuesday 5 December 2017.
The notification must be made in writing to Nuevolution AB (publ), Rønnegade 8, 2100 Copenhagen, Denmark or by e-mail to [email protected]. The notification shall state the shareholder’s name, personal identity number/registration number, shareholding, address, day time telephone number and information about the attendance of any assistants (maximum two) and, if applicable, information about any proxies.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The original power of attorney and the certificate of registration should be sent to the company at the address mentioned above well in advance of the general meeting. A proxy form is available at www.nuevolution.com and will also be sent to shareholders who so requests and state their postal address.
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Tuesday 5 December 2017, and the shareholders must therefore advise their nominees well in advance of this date.
Number of shares and votes
In the company, on the day of this notice, there are a total of 42,858,236 shares and votes.
The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
- Election of a chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Determination of the number of members and deputy members of the board of directors.
- Determination of fees to be paid to the members of the board of directors.
- Election of new member of the board of directors.
- Closing of the general meeting.
Board of directors, etc (items 1, 6–8)
The nomination committee, consisting of David Sonnek (appointed by SEB Venture Capital), Peter Bensson (appointed by Sunstone Capital), Lennart Hansson (appointed by Industrifonden) and Stig Løkke Pedersen (in his capacity as the chairman of the board in Nuevolution), has submitted the following proposals:
- that Dain Hård Nevonen, member of the Swedish Bar Association, from Advokatfirman Vinge shall be appointed chairman of the meeting (item 1)
- that the board of directors shall have an additional member and thus consist of six members with no deputies (item 6).
- that the remuneration to the board of directors on a full year basis shall be paid in a total amount of SEK 1,520,000, which entails an increase on a full year basis of SEK 200,000 for the additional member of the board of directors as proposed by the nomination committee. However, the remuneration shall be adjusted in view of the change of financial year which was resolved by the annual general meeting held on 12 October 2017 and, with regard to the additional member of the board, that he is elected at the extraordinary general meeting (item 7).
- that Fredrik Arp is elected as new member of the board of directors (item 8). It is noted that the board of directors, since the election of board members at the annual general meeting held on 12 October 2017, also consists of Stig Løkke Pedersen (chairman), Søren Lemonius, Lars Henriksson, Professor Dr. Jutta Monica Heim and Jeanette Wood, for the period up to the end of the next annual general meeting.
Fredrik Arp was born 1953 and is econ. dr. h.c. at Lund University. Fredrik has great experience from board work and is currently chairman of the board of directors of Nolato Aktiebolag as well as board member of Vattenfall AB and Swedfund International AB. Fredrik has previously been chairman of the board of directors of Mediplast AB as well as President and CEO of the Volvo Car Corporation and Trelleborg AB.
Relevant documents are available at the company’s offices at Rønnegade 8, 2100 Copenhagen, Denmark and at www.nuevolution.com no later than two weeks before the general meeting and will be sent to shareholders who so request and who inform the company of their postal address. This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Stockholm, November 2017
Nuevolution AB (publ)
The board of directors
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 7020 0987
Email: [email protected]
Henrik D. Simonsen, CFO
Phone: +45 3913 0947
Email: [email protected]
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, headquartered in Copenhagen, Denmark. Nuevolution partners its proprietary discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment options. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.
Nuevolution AB (publ) is required to disclose the information provided herein pursuant to the Securities Markets Act. The information was sent for publication on Monday 20 November 2017, 17:00 (CET).
Nuevolution AB (publ) is listed at Nasdaq First North Premier in Stockholm, Sweden (ticker: NUE). Västra Hamnen Corporate Finance AB acts as Certified Adviser to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com.