Notice of extraordinary general meeting of Nuevolution AB (publ)
At the request of Amgen Inc., which after completion of the public takeover offer to the shareholders of Nuevolution AB (publ), reg.no. 559026-4304, with its registered office in Stockholm, (“Nuevolution” or the “Company”) holds 97.6 per cent of the total number of shares and votes in Nuevolution, the shareholders of Nuevolution, are hereby summoned to the extraordinary general meeting on Thursday 1 August 2019 at 13:00 CEST at Advokatfirman Vinge’s offices, 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 Friday 26 July 2019, and must notify the Company of their intention to attend the meeting no later than Friday 26 July 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 Friday 26 July 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.
- 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 members of the board of directors.
- Resolution on dissolvement of the nomination committee and revocation of the annual general meeting’s resolution to adopt principles for appointment of a nomination committee.
- Closing of the general meeting.
Board of directors, etc (items 6–9)
The shareholder Amgen Inc. has submitted the following proposals:
- that the board of directors shall be reduced by two members and thus consist of three members with no deputy members (item 6).
- that no remuneration shall be paid to the board of directors (item 7).
- that Karin Järperud, Roger Messerli and Maria Eriksson Svensson are elected as new board members for the period up to the end of the next annual general meeting, thereby replacing the board members Stig Løkke Pedersen, Søren Lemonius, Lars Henriksson, Jutta Heim and Jeanette M. Wood which have informed that they intend to leave their posts. In the event the meeting resolves in accordance with the proposal, the board of directors for the period up to the end of the next annual general meeting will comprise of Karin Järperud, Roger Messerli and Maria Eriksson Svensson (item 8).
- that Karin Järperud is elected as new chairman of the board of directors for the period up to the end of the next annual general meeting (item 8).
- that the current nomination committee is dissolved and the resolution by the annual general meeting on 28 May 2018 to adopt principles for appointment of a nomination committee is revoked (item 9).
Presentation of the proposed new board members
Karin Järperud, born 1978, has a Masters of Pharmaceutical Science from Uppsala University and was recently appointed Country Director of Amgen AB. Her prior position at Amgen was Senior Manager Business Unit General Medicine responsible for cardiovascular, osteoporosis and nephrology. Prior to Amgen, Karin held different roles in Sales and Marketing at MSD both in Sweden and in the global organization in the US. Karin Järperud is deemed independent in relation to Nuevolution and its executive management, but not in relation to the Company’s large shareholders.
Roger Messerli, born 1979, holds a Bachelor of Business Administration with a focus in corporate finance, a master in financial controlling and a post graduate in international accounting and reporting. Roger is Amgen’s Director of Finance and Sales & Marketing Effectiveness for the European Mid-Sized Market region. Prior to that, he served as the Finance & SME lead for Amgen Switzerland AG and was a member of the Board of Amgen Switzerland AG. Roger Messerli is deemed independent in relation to Nuevolution and its executive management, but not in relation to the Company’s large shareholders.
Maria Eriksson Svensson
Maria Eriksson Svensson, born 1965, holds an MD degree and is a Board-certified physician and Specialist in Internal Medicine, Nephrology and Endocrinology. She is a PhD and Associate Professor in Internal Medicine. Maria serves as Medical Director at Amgen AB Sweden and is adjunct professor at Uppsala University. She is founder/co-owner of Maya Medical Consulting HB. Maria Eriksson Svensson is deemed independent in relation to Nuevolution and its executive management, but not in relation to the Company’s large shareholders.
Shareholders’ right to request information
The board of directors and the chief executive officer shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
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.
Stockholm, July 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 was released for publication at 17:30 CEST on 9 July 2019.
Nuevolution AB (publ) is listed at Nasdaq in Stockholm, Sweden (ticker: NUE). More information about Nuevolution can be found on: www.nuevolution.com