Bulletin from Moberg Pharma’s Annual General meeting 2014
STOCKHOLM, May 11, 2015. Moberg Pharma AB’s (“Company”) Annual General Meeting took place on Monday, May 11, 2015 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 2014.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2014.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2014.
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. The Meeting resolved re-election of the Board Directors Mats Pettersson, Wenche Rolfsen, Torbjörn Koivisto, Geert Cauwenbergh and Thomas B. Thomsen. Further, the Meeting appointed Thomas Eklund and Mattias Klintemar as Board Directors. Mats Pettersson was re-elected as Chairman of the Board of Directors.
The Meeting resolved that an aggregate fee to Board members of SEK 1,250,000 shall be paid, of which SEK 300,000 to the Chairman and SEK 150,000 for all members elected by the Annual General Meeting. It was also resolved that an additional fee of SEK 50,000 shall be paid to the Chairman of the Compensation Committee.
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, 2015, 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.
Employee Stock Option Plan 2015
In accordance with the Board of Directors’ revised proposal, the Meeting resolved to adopt an employee stock option plan for employees in the Company 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 150,000 employee stock options per plan participant. The Board of Directors and the Chief Executive Officer shall decide which persons shall be encompassed by the Employee Stock Option Plan based on position, qualification and individual performance. The employee stock option plan will include the following senior executives in the Company; Anna Ljung, Kjell Rensfeldt, Martin Ingman and Jeff Vernimb. The three first mentioned are proposed to be allotted 25,000 employee stock options each and Jeff Vernimb is proposed to be allotted 150,000 employee stock options. In order to secure the Company’s commitments under the employee stock option plan, the Meeting resolved on an issue of a maximum 326,739 warrants to the Company’s wholly-owned subsidiary Moberg Derma Incentives AB, whereof maximum 38,239 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 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 2015 are used to subscribe for new shares, the Company’s share capital will increase by SEK 32,673.90 from SEK 1,396,253.70 to SEK 1,428,297.60. This is equivalent to a dilution of approximately two 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 2015 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 7:30 pm (CET) on May 11th, 2015.
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@mobergpharma.se
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 company’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, Balmex®, Jointflex®, Domeboro®, Vanquish®, and Fergon®. Kerasal Nail®(Emtrix®or Nalox™ in certain ex-U.S. markets) is a leading OTC treatment of nail disorders in the U.S., Canada and several EU markets and is currently being launched in Southeast Asia. The company is growing organically as well as through acquisitions. Internal development programs focuses on innovative drug delivery of proven compounds and include two phase II assets, MOB-015 (onychomycosis) and BUPI (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). For further information, please visit: www.mobergpharma.com
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