The Nomination Committee’s proposal to the Annual General Meeting 2018
STOCKHOLM, March 13th, 2018. Moberg Pharma AB (OMX: MOB) announces that the company’s Nomination Committee has decided to present the following proposal to the Annual General Meeting 2018.
The Nomination Committee
The Nomination Committee consists of the Chairman Gillis Cullin representing Östersjöstiftelsen and the members Fredrik Persson representing Zimbrine Holding BV, Anders Rodebjer representing Wolco Invest and Thomas Eklund, Chairman of the Board of Directors in the Company.
Chairman of the Annual General Meeting
The Nomination Committee proposes that Thomas Eklund is elected as Chairman of the Annual General Meeting of shareholders 2018.
Election of Directors and Chairman of the Board and Auditor, and fees payable to such
The Nomination Committee proposes that the Board of Directors shall consist of five persons and no deputies.
The Nomination Committee proposes re-election of Thomas Eklund, Geert Cauwenbergh, Sara Brandt and Mattias Klintemar as Board Directors. Torbjörn Koivisto and Thomas B. Thomsen, after seven and four years as members of the Board, have chosen not to be available for re-election. The Nomination Committee proposes that Anna Malm Bernsten is appointed as new member of the Board.
Anna Malm Bernsten, M.Sc, works as a consultant within business development and management through her own company. She is the previous group CEO and CEO of Carmeda AB, and has also had leading positions within international marketing and sales at, amongst others, Pharmacia, ASSA ABLOY and GE Healthcare. Anna is the chairman of the board for Medivir AB and Björn Axén AB, and board member for Cellavision AB, Probi AB and Pågengruppen AB. She has also had previous board assignments for, amongst others, Arcam AB, Biophausia AB, Eurovive AB and Oatly AB.
The Nomination Committee proposes that an aggregate fee 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 Compensation 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 new Audit and Finance Committee, SEK 45,000 to the chairman and SEK 22,500 to the other members (2).
The Nomination Committee proposes, in accordance with the Board of Directors recommendation, re-election of EY as Company Auditors, with Andreas Troberg as responsible Auditor for a period until the end of the next Annual General Meeting.
The Nomination Committee proposes that fees to the Auditor, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
The Nomination Committees proposal for principles establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the three largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear Sweden AB as per September 28, 2018, each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company´s largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one Board member is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other Board member may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the 2019 Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear Sweden AB, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the 2019 Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other Board members
e) Proposal for Company Auditors
f) Proposal for fee to Company Auditors
g) Proposal for principles for establishing the Nomination Committee for the 2019 Annual General Meeting.
About this information
This information is information that Moberg Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 11:00 a.m. CET on March 13th 2018.
For additional information contact:
Peter Wolpert, CEO, phone: +1 908 432 22 03 (US), +46 70 735 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, 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)