Notice of annual general meeting of Nuevolution AB (publ)
The shareholders of Nuevolution AB (publ), reg.no. 559026-4304, with its registered office in Stockholm, are hereby summoned to the annual general meeting on Wednesday 22 May 2019 at 4.00 p.m. CEST at the offices of Advokatfirman Vinge, Stureplan 8, 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 Thursday 16 May 2019 and must notify the company of their intention to attend the meeting no later than Thursday 16 May 2019.
The notification must be made in writing to Nuevolution AB (publ), Rønnegade 8, 2100 Copenhagen, Denmark or by e-mail to firstname.lastname@example.org. 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 Thursday 16 May 2019, 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 49,524,903 ordinary shares that hold one (1) vote per share at the general meeting. Thus, there are a total of 49,524,903 shares and 49,524,903 votes in the company.
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.
- Report from the managing director Alex Haahr Gouliaev.
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group.
- Resolution on adoption of the income statement, balance sheet, consolidated income statement and the consolidated balance sheet.
- Resolution on allocation of the company’s profits or losses in accordance with the adopted balance sheet.
- Resolution on discharge of the members of the board of directors and the managing director from liability.
- 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 to be paid to the members of the board of directors and auditors.
- Election of the members of the board of directors as well as auditors and deputy auditors.
- The board of directors’ proposal to resolve on guidelines for remuneration to management.
- The board of directors’ proposal regarding authorization to issue new shares, warrants and convertibles.
- Closing of the general meeting.
Allocation of the company’s profits or losses (item 9)
The board of directors proposes that the company’s results shall be carried forward.
Board of directors, etc (items 1 and 11–13)
The nomination committee, consisting of Filip Petersson (appointed by SEB Venture Capital), Peter Benson (appointed by Sunstone Life Science Ventures, Chairman of the Nomination Committee), Patrick Sobocki (appointed by Stiftelsen Industrifonden) and Stig Løkke Pedersen (in his capacity as the chairman of the board in Nuevolution), has submitted the following proposals:
- that David Andersson, member of the Swedish Bar Association, from Advokatfirman Vinge shall be appointed chairman of the meeting (item 1).
- that the board of directors shall consist of five members with no deputies and that the company shall have one auditor with no deputy auditor (item 11).
- that the remuneration to the board of directors for the period until the annual general meeting 2020 shall be paid in a total amount of SEK 1,390,000 allocated as follows. The chairman shall receive SEK 400,000, and other members, who are not employed by the company, shall receive SEK 200,000 each. The remuneration for work in the committees of the board of directors shall be distributed with SEK 50,000 to the chairman of the audit committee and SEK 25,000 to the other member, SEK 30,000 to the chairman of the remuneration committee and SEK 15,000 to the other member, SEK 30,000 for the chairman of the scientific committee and SEK 15,000 to the other member. Furthermore it is proposed that remuneration to the scientific committee also shall be paid in a total amount of SEK 45,000 for work carried out up until the annual general meeting 2019, with SEK 30,000 to the chairman and SEK 15,000 to the other member. It is furthermore proposed that the chairman of the board, Stig Løkke Pedersen, shall be paid an additional amount of SEK 267,000 for extraordinary work carried out in relation to the financing of the company and the company’s list change from Nasdaq First North Premier to Nasdaq Stockholms’s main market during 2018. Remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation (item 12).
- that the members of the board Stig Løkke Pedersen, Søren Lemonius, Lars Henriksson, Professor Dr. Jutta Heim and Jeanette M. Wood are re-elected as members of the board for the period up to the end of the next annual general meeting. Re-election of Stig Løkke Pedersen as chairman of the board. Re-election of the auditing company Ernst & Young Aktiebolag as auditor, with the request that authorized auditor Beata Lihammar will be auditor in charge, for the period up to the end of the next annual general meeting (item 13).
Further information on the members proposed for re-election of the board is available at www.nuevolution.com.
Resolution regarding the adoption of guidelines for remuneration to executive management (item 14)
The board of directors proposes that the annual general meeting resolve to approve the board of directors’ proposal concerning principles and guidelines for the remuneration of the company’s management in accordance with what is stated below, to apply until the annual general meeting in 2020. The board has appointed a remuneration committee to draw up proposals regarding remuneration and other terms of employment for the management.
The fixed pay consists of cash salary, pension contribution and other benefits.
Terms of termination/resignation
The company may discharge the members of the executive management by giving a notice of up to 12 months. The members of the executive management may resign by giving a notice of 3-6 months.
The board of directors believes that the company depends on high level management resources. The board of directors also believes that incentive pay to the executive management is decisive for the creation of an incentive for the management of the company for ensuring the company’s long- term value creation for the shareholders. Incentive pay to the members of the executive management will be established for the purpose of attracting, retaining and motivating the members of the executive management.
Elements of the variable remuneration
The members of the executive management may receive incentive-based remuneration based on a cash bonus and any type of variable remuneration, including share-based instruments such as warrants and performance shares.
As an element of the variable pay, members of the executive management may receive an annual bonus, subject to achievement of certain requirements. The bonus proportion varies among the members of the executive management and may be nil or a fixed sum that but cannot exceed 100 % of the fixed annual cash salary. The actual bonus paid to the members of the executive management is disclosed in the annual report at an aggregated level.
The board will consider each year whether or not to propose a share-based incentive program to the annual general meeting.
Deviation from guidelines
The board is entitled to deviate from the guidelines above if the board determines that there are special reasons on an individual basis which warrant such action.
Authorization to issue new shares, warrants and convertibles (item 15)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, for the period up to the next annual general meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, to issue new ordinary shares and warrants and/or convertibles with a right to subscribe/convert to ordinary shares. Issuance of ordinary shares, warrants and/or convertibles may be possible to an amount, after any subscription/conversion, not exceeding 20 percent of the total number of outstanding ordinary shares in the company before utilization of the authorization. Issues may be made with or without provisions concerning non-cash consideration, set-off or other provisions. The purpose of the authorization is to provide the board with flexibility in its work to secure that the company, in a suitable way, can be provided with capital for the financing of the business, to enable a broadening of the ownership of the company, increase the liquidity in, and trading volume of, the share and to be used in strategic partnerships.
A resolution in accordance with item 15 requires approval of least two-thirds (2/3) of the shares represented and votes cast at the general meeting.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The annual report and all other relevant documents are available at the company’s offices at Rønnegade 8, 2100 Copenhagen, Denmark and at www.nuevolution.com no later than three 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. The complete proposals are otherwise presented under the relevant item in the notice.
Stockholm, April 2019
Nuevolution AB (publ)
The board of directors
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 7020 0987
Johnny Stilou, CFO
Phone: +45 8877 5973
Information about Nuevolution AB (publ)
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, and headquartered in Copenhagen, Denmark. Nuevolution partners its discovery platform and develops its programs alone and in collaboration with pharmaceutical and biotechnology companies to seek future benefit for patients in need of novel medical treatment options. Nuevolution’s internal programs are focused on therapeutically important diseases targets within severe inflammatory diseases and cancer.
This information is information that Nuevolution AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact persons set out above, on Wednesday 17 April 2019 at 8.30 a.m. CEST.
Nuevolution AB (publ) is listed at Nasdaq in Stockholm, Sweden (ticker: NUE). More information about Nuevolution can be found on: www.nuevolution.com