STOCKHOLM, 24 may 2017. At the Karolinska Developments annual general meeting held on 24 may 2017, shareholders resolved, as follows:
Accounts: it was decided to determine the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet.
Allocation of result: it was resolved to approve the board of directors and the managing director’s proposal to the annual general meeting, the disposal of the funds, a total of SEK -12 406 768, be appropriated as follows: SEK -12 406 768 carried forward to new account.
The discharge of the board of directors and the CEO it was resolved to grant the board of directors and the managing director be discharged from liability for the financial year 2016.
The determination of the number of board members and auditors and deputy auditors: it was Resolved that the number of members of the board of directors shall be seven, without deputies and that the number of auditors shall be one without deputy members.
Determination of remuneration to the board of directors and the auditors: it was resolved that remuneration to the chairman of the board shall be a fixed fee of SEK 400,000, the compensation to the other members of the board shall be a fixed fee of SEK 200 000; to the auditor shall be paid according to running account.
The election of the chairman of the board, and the board members and auditors and deputy auditors: it was resolved that the re-election of the members of the board Tse Ping, Niclas Adler, Vlad Artamonov and Hans Wigzell; that the new election of Hans-Olov Olsson, Anders Härfstrand and Magnus Persson; chairman of the board choose Niclas Adler; it was decided that the auditor appoint Ernst & Young AB, for the present, with Björn Ohlsson as the auditor in charge, for the period until the end of the agm 2018.
Instruction for how the nomination committee is appointed: it is resolved in accordance with the nomination committee’s proposal the nominating committee shall consist of five members. The five largest shareholders (according to Euroclear Sweden AB’s register as per 31 August 2017) appoints a representative. The board chairman shall convene the first meeting. Refrains the owner from his right to appoint a member shall be entitled to appoint the member of the committee to move to the to the the votes the next largest shareholder that has not already appointed or has the right to appoint a member of the nominating committee. The members of the nominating committee shall be published as soon as they have been appointed and not later than six months before the annual general meeting in 2018. Members of the nominating committee appoints the chairman of the committee. If a member of the committee resigns during the mandate period or become prevented from fulfilling his assignment, the shareholder that appointed the member shall appoint a new member. If the ownership structure significantly changed before the nomination committee has completed its work, shall, if the committee so decides, a change be made in the composition of the nomination committee in the manner as the committee considers appropriate (having regard to the principles for how the nomination committee is appointed). Change in the composition of the nomination committee shall be published as soon as possible. Fees shall not be payable to the committee members. Any expenses of the nominating committee shall be borne by the Company. The nomination committee’s mandate period runs until the composition of the next nomination committee has been published. The nominating committee shall fulfil the tasks which, according to the Swedish code of corporate governance, are incumbent on it. The nomination committee’s proposal is based on previously applied principles for the composition of the nomination committee.
The board of directors ‘ proposal for resolution regarding guidelines for remuneration to senior executives: it was Resolved to approve the board’s proposal for guidelines for remuneration to senior executives for the coming year.
The board of directors ‘ proposal to authorise the board of directors to decide on conveyance of own shares: it was Resolved to authorise the board to, during the period until the next agm, on one or several occasions, decide on the transfer of previously acquired 244 285 shares of series B, to cover the expenditure in the form of social security fees in PSP 2014 and PSP in 2015. The transfer of the Company’s shares may be made with or without deviation from shareholders ‘ preferential rights. Transfer shall be made on Nasdaq Stockholm. Transfer may only be made at a price within the at each time registered price interval for the share.
The board of directors ‘ proposal for resolution on authorisation for the board of directors to decide on new issue of shares: it was Resolved to authorise the board of directors during the period until the next annual general meeting, on one or several occasions, with or without preferential rights for shareholders and against cash payment, through set-off or payment of consideration other than in cash, to decide on a new share issue of a maximum of so many new shares of series B at the time of the first issue under this authorization, corresponds to ten (10) percent of the total share capital, however, such issue shall be subject to the company’s share capital exceeding the company’s maximum allowed share capital according to the articles of association.
The board of directors ‘ proposal for a decision on the approval of the issuance of warrants to employees in subsidiaries: it was Resolved that, in accordance with the provisions of the 16 chapter of the Swedish companies act approve, the issuance of stock options by Umecrine Cognition AB, to the staff in Umecrine Cognition AB
The board’s proposal for decision regarding incentive programmes for the company’s employees by (A) directed issue of warrants and (B) approval of transfer of warrants: it was Resolved to approve the board’s proposal on directed issue of warrants and the transfer of teckningsemissioner.
The board of directors ‘ proposal for resolutions on (A) the amendment of the articles of association and (B) reduction of the share capital: it was Resolved to approve the board’s proposal of decision of amendment of the articles of association and reduction of share capital.
Full information on each proposal adopted by the annual general meeting can be downloaded from the www.karolinskadevelopment.com
For further information, please contact the
:
Jim Van heusden, CEO, Karolinska Development AB
Tel: +46 72 858 32 09, e-mail: jim.van.heusden@karolinskadevelopment.com
Ulf Richenberg, general counsel at Karolinska Development AB
Tel: +46 70 29 860 25, e-mail: ulf.richenberg@karolinskadevelopment.com
David Dible/Mark Swallow/Pip Batty, Citigate Dewe Rogerson
Tel: +44 20 7638 9571; e-mail: KDev@citigatedr.co.uk
TO THE EDITORS
About Karolinska Development AB
Karolinska Development AB (Nasdaq Stockholm: KDEV) is a nordic investment company in the field of life science. The company focuses on identifying the medical innovations and to invest in order to create and develop companies that develop such innovations into differentiated products that can make a difference to patients ‘ lives, and generate an attractive return to shareholders.
Karolinska Development has access to medical research in the world from Karolinska Institutet and other leading universities and research institutions in the Nordic countries. The company’s goal is to build a company around researchers who are leaders in their respective fields of science, with support from the experienced management teams and advisors, and funding with international investors specialized in the sector, in Order to create the best opportunities for success built businesses with experienced management team and advisors and co-financed by the professional life-science investors.
Karolinska Development portfolio consists of nine companies focused on developing innovative treatments for diseases that are life-threatening or debilitating, and other medical conditions.
The company is managed by a entreprenörsteam consisting of investment professionals with extensive experience in company-building and with access to a strong global network.
For more information: www.karolinskadevelopment.com.
The information was submitted by Jim Van heusden for publication on may 24, 2017 at 20: 00.
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