The Board of Directors of Active Biotech AB (publ)
has issued a notice to the Annual General Meeting, which is to take
place on Thursday, May 26, 2016, at 5 pm at Elite Hotel Ideon,
Scheelevägen 27 in Lund, Sweden.
Please see the attached notification, which is
being announced within short in Svenska Dagbladet and Post- och
Inrikes Tidningar.
Lund, April 26, 2016
ACTIVE BIOTECH AB (PUBL)
THE BOARD OF DIRECTORS
Active Biotech AB (publ) (Nasdaq
Stockholm: ACTI) is a biotechnology company with focus on
neurodegenerative/inflammatory diseases and cancer. Laquinimod, an
orally administered small molecule with unique immunomodulatory
properties, is in pivotal Phase 3 development for the treatment of
relapsing remitting multiple sclerosis. Also, laquinimod is in
Phase 2 development for the treatment of primary progressive
multiple sclerosis and Huntington's disease. Furthermore,
commercial activities are conducted for the ISI, ANYARA and
paquinimod projects. Please visit www.activebiotech.com for more
information.
Active Biotech AB
PO Box 724, SE-220 07 Lund
Sweden
Tel: +46 (0)46-19 20 00
Fax: +46 (0)46-19 11 05
Active Biotech is obligated to
publish the information contained in this press release in
accordance with the Swedish Securities Market Act and/or the
Financial Instruments Trading Act. This information was provided to
the media for publication at 8:30 am CET on April 26,
2016.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Active Biotech AB (publ) are
invited to the Annual General Meeting of shareholders to be held on
Thursday, May 26, 2016, at 5.00 pm at Elite Hotel Ideon,
Scheelevägen 27 in Lund, Sweden.
ENTITLEMENT TO PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be
recorded in the register of shareholders maintained by Euroclear
Sweden AB on Friday, May 20, 2016, and (ii) notify the Company of
their intention to participate in the Meeting not later than on
Friday, May 20, 2016.
Shareholders who have trustee-registered their shares must
re-register the shares in their own name to be entitled to
participate in the Meeting. Such registration, which may be
temporary, must be completed on Friday, May 20, 2016. Accordingly,
shareholders must inform the trustee of this request in ample time
prior to this date.
There are a total of 89,908,298 shares and votes in Active Biotech.
The Company holds no treasury shares.
NOTICE OF PARTICIPATION
Notice of participation in the Meeting can be made in writing to
Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724,
SE-220 07 Lund, Sweden, by fax +46 (0)46-19 20 50, by telephone +46
(0)46-19 20 00 or by e-mail to susanne.jonsson@activebiotech.com.
The notice shall include name, personal/corporate identity number,
number of shares held, daytime telephone number and, if applicable,
the number of advisors (not more than two) that will accompany the
shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed
power of attorney for the proxy. If the power of attorney is issued
on behalf of a legal entity, a certified copy of a registration
certificate or corresponding document shall be appended. The
original power of attorney and, where applicable, the certificate
should be submitted to the Company at the address indicated above
well in advance of the Meeting. Proxy forms are provided at the
Company's website, www.activebiotech.com, and sent to shareholders
that so request.
PROPOSED AGENDA
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the
minutes
5. Approval of the agenda for the Meeting
6. Determination of whether the Meeting has been duly
convened
7. Presentation of the Annual Report and the Auditors' Report,
and the Consolidated Accounts and the Auditors' Report for the
Group
8. CEO's account of operations
9. Resolution concerning the adoption of the Income Statement
and the Balance Sheet, and the Consolidated Income Statement and
the Consolidated Balance Sheet
10. Resolution concerning the disposition of the Company's
results pursuant to the adopted Balance Sheet
11. Resolution on discharge from liability of the members of
the Board of Directors and the CEO
12. Determination of the number of members and deputy members
of the Board of Directors and the number of auditors and deputy
auditors
13. Determination of fees payable to the Board of Directors
and auditors
14. Election of the Board of Directors, Chairman of the Board
and auditor
15. Resolution concerning Election Committee
16. The Board of Director's proposal regarding guidelines for
remuneration of senior executives
17. The Board of Director's proposal regarding share issue
authorization
18. Closing of the Meeting
PROPOSED RESOLUTIONS
Disposition of the Company's
profits or losses (item 10)
The Board proposes that no dividend be paid and that the Company's
accumulated loss be carried forward.
Board of Directors, etc.
(items 2, 12, 13 and 14)
The Election Committee, comprising Mats Arnhög (Chairman of the
Board), Johnny Sommarlund (MGA Holding), Tomas Billing
(Nordstjernan) and Lennart Johansson (Investor), proposes the
following:
Chairman of the Meeting: Attorney at law Erik Sjöman.
Number of members and deputy members of the Board of Directors:
four ordinary members with no deputies.
Fees payable to the Board of Directors: unchanged SEK 250,000 to
the Chairman of the Board and SEK 125,000 to each of the other
Board members who are not employees of the Company. The fee payable
to a member of the Board of Directors may, if agreed with Active
Biotech, be invoiced through a company, whereby the invoiced fee
shall be adjusted in order to obtain cost neutrality for Active
Biotech.
Board of Directors: re-election of Mats Arnhög, Magnhild
Sandberg-Wollheim, Peter Sjöstrand and Peter Thelin.
Chairman of the Board: re-election of Mats Arnhög.
Number of auditors and deputy auditors: one auditor with no
deputies.
Fees payable to the auditor: in accordance with approved invoices
within the scope of the tender.
Auditors: re-election of KPMG AB.
Election Committee (item
15)
The Election Committee proposes that the Meeting assign the
Chairman of the Board the task of convening an Election Committee,
based on the ownership structure at the end of September 2016,
comprising the Chairman of the Board and one representative of each
of the three largest shareholders of the Company. The Election
Committee shall remain in place until the following Election
Committee has been appointed. If a member of the Election Committee
no longer represents one of the three largest shareholders in the
Company, the Election Committee is entitled to dismiss the member.
In the event that a member of the Election Committee resigns or is
dismissed, the Election Committee may appoint another
representative of the major shareholders to replace such a member.
The Election Committee shall perform its duties in accordance with
the stipulations for Election Committees stated in the Swedish Code
of Corporate Governance.
Guidelines for remuneration
of senior executives (item 16)
The Board proposes guidelines principally entailing that the
Company shall offer total remuneration on market terms,
facilitating the recruitment and retention of competent senior
executives. Remuneration of senior executives may comprise fixed
salary, any variable salary, pensions and other benefits. The fixed
salary shall take into consideration the individual's area of
responsibility and experience. The variable salary shall, where
applicable, depend on the individual's fulfillment of quantitative
and qualitative goals. Pension benefits shall comprise
defined-contribution schemes. For senior executives covered by the
ITP plan, pension premiums shall correspond to the stipulations in
the ITP plan. For other senior executives, pension premiums shall
not exceed 25 percent of the fixed salary. The guidelines
correspond to the principles applied to date.
Share issue authorization
(item 17)
The Board proposes that the Meeting resolve to grant authorization
to the Board, for a period that does not extend past the date of
the next Annual General Meeting, on one or several occasions, with
or without pre-emptive rights for shareholders, to resolve on the
issue of new shares and/or convertibles. It should also be possible
to make such an issue resolution stipulating in-kind payment, the
right to offset debt or other conditions. The authorization may not
be utilized to a greater extent than would enable a total of not
more than seven million shares to be issued and/or arise through
the conversion of convertibles issued with the support of the
authorization. The purpose of the authorization is to enable the
financing, commercialization and development of the Company's
projects and to provide flexibility in commercial negotiations
relating to partnerships.
___________________
DOCUMENTATION, ETC.
The Annual Report and other supporting resolution documentation
will be held available at the Company's premises at Scheelevägen 22
in Lund, Sweden, and on the Company's website,
www.activebiotech.com, not later than three weeks prior to the
Meeting. The documents will be sent to shareholders who request a
copy and specify their postal address. Shareholders are reminded of
their right to request information under Chapter 7, Section 32 of
the Swedish Companies Act.
Lund, April 2016
The Board of Directors of Active Biotech AB
(publ)
160426 Invitation AGM
2016_ENG
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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: Active Biotech via Globenewswire
HUG#2006795
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