Bulletin from Moberg Pharma’s AGM 2017
STOCKHOLM, MAY 16th, 2017. Moberg Pharma AB’s (“Company”) Annual General Meeting took place on Tuesday, May 16, 2017 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 2016.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2016.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2016.
Board of Directors
In accordance with the proposal of the Nomination Committee, the Meeting resolved that the Board of Directors shall consist of six persons and no deputies.
The Meeting resolved re-election of the Board Directors Thomas Eklund (Chairman), Torbjörn Koivisto, Geert Cauwenbergh, Thomas B. Thomsen and Mattias Klintemar, and election of Sara Brandt as new member, until the end of the next Annual General Meeting. Wenche Rolfsen chose, after seven years as Board Director, to resign.
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that an aggregate fee to Board members of SEK 1,350,000 shall be paid to the Board Directors, of which SEK 360,000 to the Chairman and SEK 170,000 for all other Board Directors elected by the Annual General Meeting. An additional fee of SEK 60,000 shall be paid to the members of the Compensation Committee, SEK 30,000 to the chairman and SEK 15,000 to the other members (2). A fee of SEK 80,000 shall be paid to the members of the new Audit and Finance Committee, SEK 40,000 to the chairman and SEK 20,000 to the other members (2).
Fees to the Auditors, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
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, 2017, 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 Pharma.
Amendment of the Articles of Association regarding the share capital and number of shares
The Board of Directors proposes that the Annual General Meeting resolves to amend §4 of the Articles of Association to “The share capital shall be not less than SEK 1,700,000 and not more than SEK 6,800,000”, and to amend §5 of the Articles of Association to “The number of shares shall be not less than 17,000,000 and not more than 68,000,000.”.
Employee Stock Option Plan 2017
In accordance with the Board of Directors’ revised proposal, the Meeting resolved to adopt an employee stock option plan for employees and consultants in the Company and in the Company’s wholly-owned subsidiary Moberg Pharma North America LLC. It will be permissible to allot a maximum of 75,000 employee stock options per plan participant and a maximum of total 413,500 employee stock options. The participants in the program are divided in two categories: the senior executives’ (Anna Ljung, Martin Ingman, Kjell Rosenfeldt, Jeff Vernimb and Peter Wolpert) (“ Group 1 ”) and other participants (“ Group 2 ”). The Board of Directors and the Chief Executive Officer shall decide which persons shall be encompassed in Group 2 based on position, qualification and individual performance. The participants in Group 1 and 2 are jointly referred to as “ Participants ”.
Within Group 1, Anna Ljung and Martin Ingman are proposed to be allotted 30,000 employee stock options each, Kjell Rensfeldt is proposed to be allotted 45,000 employee stock options, Jeff Vernimb is proposed to be allotted 62,000 employee stock options and Peter Wolpert is proposed to be allotted 55,000 employee stock options. The number of employee stock options to be allotted to Group 2 participants will be resolved by the Board of Directors and the Chief Executive Officer and may be adjusted proportionally based on each person's time as an employee or as a consultant in the Company or Moberg North America. Participants in the Program shall be allotted the employee stock options free of charge.
In order to secure the Company’s commitments under the employee stock option plan, the Meeting resolved on an issue of a maximum 413,500 warrants to the Company’s wholly-owned subsidiary Moberg Derma Incentives AB. In addition, the Meeting resolved to approve that the subsidiary is entitled to transfer warrants or shares in the Company to the Participants, or otherwise dispose of the warrants, in order to secure the Company’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 2017 are used to subscribe for new shares, the Company’s share capital will increase by SEK 41,350 from SEK 1,741,184.20 to SEK 1,782,534.20. This is equivalent to a dilution of approximately 2 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 20 per cent of the shares in the Company at the time of the 2017 Annual General Meeting.
About this information
Moberg Pharma 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 8:00 pm (CET) on May 16th, 2017.
For additional information, please contact:
Peter Wolpert, CEO, Phone: +46 707 35 71 35, E-mail: firstname.lastname@example.org
Anna Ljung, CFO, Phone: +46 707 66 60 30, E-mail: email@example.com
About Moberg Pharma,
Moberg Pharma AB (publ) is a rapidly growing Swedish pharmaceutical company with OTC sales operations in the U.S. and a distributor network in more than 40 countries. The ompany’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, Balmex®, NewSkin®, Dermoplast®, Domeboro®and Fiber Choice®. Kerasal Nail®(Emtrix®or Nalox™ in certain markets) is a leading OTC treatment of nail disorders in the U.S., Canada as well as in several markets in EU and Southeast Asia. The company is growing organically as well as through acquisitions. Internal development programs focus on innovative drug delivery of proven compounds and include two clinical stage assets, MOB-015 (onychomycosis) and BUPI (pain management in oral mucositis). Moberg Pharma has offices in Stockholm and New Jersey and the company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX: MOB).