Bulletin from Moberg Pharma’s AGM 2018
STOCKHOLM, MAY 15th, 2018. Moberg Pharma AB’s (“Company”) Annual General Meeting took place on Tuesday, May 15th, 2018 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 2017.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2017.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2017.
Board of Directors
In accordance with the proposal of the Nomination Committee, the Meeting resolved that the Board of Directors shall consist of five persons and no deputies.
The Meeting resolved re-election of the Board Directors Thomas Eklund (Chairman), Geert Cauwenbergh, Sara Brandt and Mattias Klintemar, and election of Anna Malm Bernsten as new member, until the end of the next Annual General Meeting. Torbjörn Koivisto and Thomas B. Thomsen have chosen, after nine years and four years as Board Directors, to resign.
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that an aggregate fee to Board members of SEK 1,220,000 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 90,000 shall be paid to the members of the Remuneration Committee, SEK 45,000 to the chairman and SEK 22,500 to the other members (2). A fee of SEK 90,000 shall be paid to the members of the Audit and Finance Committee, SEK 45,000 to the chairman and SEK 22,500 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 28, 2018, 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.
Implementation of LTI 2018
The Meeting also resolved to approve the Board of Director’s proposal to implement a long-term incentive program, including transfer of up to 263 000 ordinary shares to the participants and other hedging arrangements in respect of the program, including amendments of the articles of association to be able to issue redeemable and convertible class C shares, as well as authorization for the Board of Directors to resolve on a directed issue and repurchase of up to 263 000 class C shares.
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 2018 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 15th, 2018.
For additional information, please contact:
Peter Wolpert, CEO, telephone: +1 908 432 22 03 (US), +46 70 735 71 35, e-mail: firstname.lastname@example.org
Anna Ljung, CFO, telephone: +46 707 66 60 30, e-mail: email@example.com
About Moberg Pharma, www.mobergpharma.com
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 company’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, New Skin®, Dermoplast®and Domeboro®. Kerasal Nail®(Emtrix®, Zanmira®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 assets in late-stage clinical development, MOB-015 (onychomycosis, phase 3 studies ongoing) and BUPI (pain management in oral mucositis, preparations for phase 3 studies ongoing). 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).