The board of directors of Active Biotech AB (publ) has issued notice to the annual general meeting, which will take place on Thursday, 15 June at 17: 00 at the Elite Hotel Ideon, Scheelevägen 27 in Lund, sweden.
The notice, which is advertised in Svenska Dagbladet and Post – och Inrikes Tidningar, is attached.
Lund 17 may 2017
ACTIVE BIOTECH AB (PUBL)
The BOARD of directors
Om Active Biotech
Active Biotech AB (publ) (NASDAQ Stockholm: ACTI) is a biotechnology company focused on the development of drugs for the treatment of neurodegenerative/inflammatory diseases and cancer. Laquinimod, a substance in tablet form with unique immunomodulatory properties, is in phase 2 trials for the treatment of primärprogressiv multiple sclerosis and Huntington’s disease. Anyara, a immunonkologisk substance, has undergone clinical phase 1-2/3 in patients with pancreatic, lung or renal cancer. Furthermore, the conducted commercial activities for the projects tasquinimod, paquinimod and SILC. For further information please visit www.activebiotech.com.
Active Biotech AB
Box 724, 220 07 Lund, Sweden
Tel 046-19 20 00
This information is such information that Active Biotech AB is obligated to publish under the EU marknadsmissbruksförordning. The information was submitted, by the above contact person in the government, for publication 17 may 2017, there is a 08.30.
NOTICE OF ANNUAL GENERAL MEETING
The shareholders in Active Biotech AB (publ) is called to the annual general meeting on Thursday, June 15, 2017 at 17: 00 at the Elite Hotel Ideon, Scheelevägen 27 in Lund, sweden.
THE RIGHT TO PARTICIPATION
The right to participate in the meeting as both have been entered as shareholders in the Euroclear Sweden AB share register the share register pertaining to the conditions on Friday, 9 June 2017, partly no later than Friday 9 June 2017, the company notified its intention to participate in the meeting.
Shareholders who have nominee registered their shares must register their shares in their own name in order to participate in the meeting. Such registration, which may be temporary, must be completed by Friday 9 June 2017. This means that the shareholders in good time prior to this date must give notice of its desire thereof to the trustee.
In Active Biotech are 96.824.320 shares and votes. The company holds no own shares.
NOTIFICATION
Notification of participation in the meeting may be given in writing to Active Biotech AB (publ), Att: Susanne Jönsson, po Box 724, 220 07 Lund, sweden, by telephone 046-19 20 00 or via e-mail susanne.jonsson@activebiotech.com. The notice shall include name, personal or corporate identity number, number of shares, daytime telephone number and, if applicable, the number of assistants (maximum two) who will accompany the shareholder at the meeting.
Shareholders represented by proxy shall issue a written a power of attorney dated for this day. If the power of attorney issued by a legal person, a certified true copy of the certificate of incorporation or equivalent, which indicates the authorised signatory shall be attached. The original power of attorney and any registration certificate should, in good time before the meeting be sent to the company at the address stated above. Proxy forms provided on the company’s website, www.activebiotech.com, and will be sent to shareholders who request it.
DRAFT AGENDA
1. Opening
2. The election of the chairman at the meeting
3. Preparation and approval of the voting list
4. The choice of one or two persons to verify the minutes
5. Approval of the agenda
6. Examination of whether the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report and consolidated financial statements and the auditor’s report
8. The president’s report
9. Decision on adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
10. Decisions on the disposition of the company’s profit according to the adopted balance sheet
11. Decision on discharge from liability of the members of the board and chief executive officer
12. The determination of the number of board members, deputy board members, auditors and deputy auditors
13. Determination of remuneration for the board of directors and the auditor
14. The election of the board of directors, the chairman of the board and the auditor
15. Decision on the nomination committee
16. The board of directors ‘ proposal for resolution regarding guidelines for remuneration to senior executives
17. The board of directors ‘ proposal for a decision on the emissionsbemyndigande
18. The board of directors ‘ proposal for resolution on amendment of the articles of association
19 the Board’s proposal for resolution regarding reduction of the share capital and the statutory reserve
20. Conclusion
DECISIONS
Allocation of result (item 10)
The board of directors proposes that no dividend be paid and that the company’s accumulated loss is transferred to a new account.
The board of directors etc (points 2, 12, 13 and 14)
The nomination committee, comprising Mats Arnhög (chairman of the board), Johnny Sommarlund (MGA Holding), Tomas Billing (Nordstjernan), proposes the following:
The chairman of the meeting: attorney Erik a Sailor.
The number of board members and alternate members: four regular members and no deputies.
Fees: unchanged sek 250,000 to the chairman of the board and 125.000 sek each to the other board members not. Remuneration to the board of directors may, after agreement with Active Biotech is billed through the company, whereby the invoiced fee shall be adjusted so that the kostnadsneutralitet for Active Biotech is achieved.
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.
The number of auditors and deputy auditors: one auditor with no deputies.
Audit fees: according to the approved bill in the context of the quote.
Auditors: re-election of KPMG AB
The proposal regarding the auditor complies with the board’s recommendation.
The nomination committee (item 15)
The nomination committee proposes that the general meeting instructs the board chairman that, based on the ownership at the end of the month of september 2017, convene a nominating committee consisting of the board chairman and one representative for each of the three largest shareholders in the company. The nomination committee shall remain until the next nomination committee has been appointed. In the event that a member of the nomination committee no longer represents one of the three largest shareholders in the company, the nominating committee may dismiss the member. In the event that a member of the committee resigns or be removed from office, the nominating committee may designate another representative for the major shareholders to replace such member. The nomination committee shall carry out what is incumbent upon the nomination committee under the Swedish code of corporate governance.
Guidelines for remuneration to senior executives (item 16)
The board proposes guidelines mainly entailing that the company shall offer a market-totalkompensation that enables qualified senior executives can be recruited and retained. Remuneration to senior executives may comprise fixed salary, any variable salary, pensions and other benefits. The fixed salary shall take into consideration the individual’s responsibilities and experience. The variable salary shall, where applicable, depend on the individuals ‘ fulfillment of quantitative and qualitative goals. Pension benets shall be dened contribution. For senior executives covered by the ITP plan, the pension premium shall correspond to those applicable for the ITP plan. For other senior executives, the pension premium shall correspond to not more than 25 per cent of the fixed salary. The guidelines are consistent with the principles that have been applied until now.
Emissionsbemyndigande (paragraph 17)
The board of directors proposes that the general meeting resolves on authorising the board of directors, at the next time of the next annual general meeting, on one or several occasions, with or without preferential rights for shareholders, decide on the issuance of new shares and/or convertible bonds. Such shares shall also be made with a provision regarding in kind, offsetting or other terms and conditions. The authorization may not be utilized to a greater extent than to a maximum total of nine million shares are issued and/or may be added through 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 on the partnership.
Bolagsordningsändring (paragraph 18)
The board of directors proposes that the annual general meeting decides on the amendment of the articles of association so that aktiekapitalgränserna (§ 4) is reduced from 160.000.000 – 640.000.000 sek 500.000 – 2.000.000 sek.
Reduction of the share capital and the statutory reserve (item 19)
The board of directors proposes that the general meeting resolves to reduce the company’s share capital and the reserve fund as described below.
(i) the share Capital shall be reduced by approximately 364.464.039 dollars for allocation to unrestricted equity. The reduction shall be implemented without cancellation of shares.
(ii) the Reserve fund, as of december 31, 2016 amounted to approximately 118.870.784 sek, shall be reduced by the same amount, about 118.870.784 million, for allocation to unrestricted equity.
After the reductions, according to the above, the share capital will amount to sek 500,000, divided into 96.824.320 shares, and the reserve fund will amount to zero. The share’s par value will amount to about 0,005 sek.
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DOCUMENTS M M
The annual report and other supporting resolution documentation will be available at the company at Scheelevägen 22 in Lund, sweden and at its website, www.activebiotech.com, no later than three weeks prior to the meeting. Copies of the documents will be sent to those shareholders who so request and state their postal address. The shareholders are reminded of their right to request information pursuant to chapter 7 section 32 the Swedish companies act.
Lund in may 2017
The board of directors of Active Biotech AB (publ)
Notice of annual general meeting
