BULLETIN FROM MOBERG DERMA’S ANNUAL GENERAL MEETING 2012
Moberg Derma AB’s Annual General Meeting took place on Monday, April 23, 2012 in the company´s premises in Bromma.
Adoption of the income statements and the balance sheets
The Annual General Meeting (the “Meeting”) approved the income statements and the balance sheets for the fiscal year 2011.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2011.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2011.
Board of Directors
In accordance with the proposal of the Nomination Committee, the Meeting resolved that the Board of Directors shall consist of seven persons and no Deputies.
In addition, the Meeting resolved on re-election of the Board members Mats Pettersson, Wenche Rolfsen, Torbjörn Koivisto, Gustaf Lindewald, Peter Rothschild and Peter Wolpert as well as election of Geert Cauwenbergh as a new member. Bertil Karlmark had declined re-election.
Mats Pettersson was re-elected as Chairman of the Board of Directors.
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that an aggregate fee to Board members of SEK 1,150,000 shall be paid, of which SEK 300,000 to the Chairman, SEK 250,000 to the Deputy Chairman and SEK 150,000 per member to the other Board members who is not employed by the company.
Fees to the Auditors, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
Nomination Committee
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that the company shall have a Nomination Committee consisting of four members. The Nomination Committee shall comprise one representative of each of the three largest shareholders or owner groups in the company in terms of votes as per September 30, 2012, besides the Chairman of the Board of Directors.
Principles for remuneration
The Meeting resolved to approve the Board of Director’s proposal for principles of remuneration to senior executives in Moberg Derma.
Employee Stock Option Plan 2012:1
In accordance with the proposal of the Board of Directors, the Meeting resolved to adopt an employee stock option plan for employees in the company. Key personnel in Moberg Derma, employed during the two previous years, will under the employee stock option plan be given the opportunity to acquire shares in the company. The employee stock option plan will not include any senior executives, with the exception of Lena Pereswetoff-Morath, Vice President Pharmaceutical Innovation & Development. In order to secure the company’s commitments under the employee stock option plan, the Meeting resolved on a issue of a maximum 66,696 warrants to the company’s wholly-owned subsidiary Moberg Derma Incentives AB, whereof some of the warrants are intended to hedge the costs (mainly social security contributions or corresponding taxes) that may arise from the employee stock option plan. In addition the Meeting resolved to approve that the subsidiary is entitled to transfer warrants or shares in the company to the participants in the employee stock option plan, or otherwise dispose of the warrants, in order to secure Moberg Derma’s commitments and costs in connection with the employee stock option plan. In the event that all warrants issued in respect of Employee Stock Option Plan 2012:1 are used to subscribe for new shares, the company’s share capital will increase by SEK 6,669.60 from SEK 907,902 to SEK 914,571.60. This is equivalent to a dilution of approximately 0.7 per cent of the shares and votes in the company.
Authorization to issue share
The Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to, within the scope of the articles of association, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next Annual General Meeting, resolve to increase the company’s share capital by issuing new shares in the company. The total number of shares issued in accordance with this authorization may be equivalent to a maximum of ten per cent of the shares in the company at the time of the 2012 Annual General Meeting.
About this information
Moberg Derma discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 9:00 pm (CET) on April 23rd, 2012.
For further information, please contact:
Peter Wolpert, President and CEO
Telephone: +46 8 522 307 00
Mobile: +46 735 71 35
E-mail: peter.wolpert@mobergderma.se
Magnus Persson, IR
Mobile: +46 73-355 26 01
E-mail: magnus.persson@mobergderma.se
About Moberg Derma
Moberg Derma AB (publ), based in Stockholm, develops patented topical pharmaceuticals for the treatment of common disorders through the use of innovative drug delivery. The company’s products are based on proven compounds, which reduce time to market, development costs and risk. Moberg Derma’s first product Nalox™/Emtrix® - for nail disorders - became the Nordic market leader directly after launch in autumn 2010 and international launch is ongoing. The portfolio includes approved and launched products to projects in the preclinical and clinical phase. The company began operations at the Karolinska Institute in Stockholm in 2006. The share of Moberg Derma is quoted on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm. For further information, please visit: www.mobergderma.se
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