Annual general meeting of Nuevolution AB (publ)
At the annual general meeting of Nuevolution AB (publ) on 5 October 2016, the following resolutions were resolved.
Approval of the annual report, appropriation of result and discharge from liability
The annual general meeting resolved to adopt the income statement and balance sheet for Nuevolution and the group for the financial year 2015/2016. Furthermore, it was resolved that the company’s results shall be carried forward and thus no dividend will be distributed. The annual general meeting also resolved to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The annual general meeting resolved that the number of board members, as appointed by the annual general meeting, should be five without deputies. Stig Løkke Pedersen, Søren Lemonius, Lars Henriksson, Jutta Monica Heim and Jeanette Wood were re-elected as members of the board. Stig Løkke Pedersen was re-elected as chairman of the board.
The annual general meeting resolved that the number of auditors shall be one with one deputy auditor. Ernst & Young Aktiebolag, with the authorized auditor Beata Lihammar as auditor in charge, was re-elected as the company’s auditor and Andreas Nyberg was re-elected as deputy auditor.
The annual general meeting resolved that the remuneration to the board of directors shall be paid in a total amount of not more than SEK 1,520,000, to be allocated as follows. The chairman shall receive SEK 600,000, of which SEK 200,000 relates to extraordinary work in connection with the company’s listing process on Nasdaq First North in 2015, and other members, who are not employed by the company, shall receive SEK 200,000 each. The remuneration for work in the committees of the board of directors shall be distributed with SEK 50,000 to the chairman of the audit committee and SEK 25,000 to the other member, SEK 30,000 to the chairman of the remuneration committee and SEK 15,000 to the other member. Remuneration to the auditors shall be paid in accordance with approved invoices within the auditors’ quotation.
Resolution regarding the nomination committee
The annual general meeting resolved to approve the proposed principles for appointment of the nomination committee.
Resolution on a long term incentive program (Warrant Program 2016/2021)
The annual general meeting resolved, in accordance with the board’s proposal, to adopt a long term incentive program (Warrant Program 2016/2021). The incentive program includes an issue of 493,000 warrants, divided on two series, entitling to subscription of ordinary shares in the company. The right to subscribe for warrants shall reside upon new members of the company’s group management and other new employees of the company.
The warrants shall be allocated to the participants free of charge. The subscription price for ordinary shares which are subscribed on the basis of warrants of Series 1 is, subject to the fulfilment of certain conditions, SEK 17.50 per share and the subscription price for Series 2 shall be SEK 11.25. In the event the warrants are fully subscribed for, the dilution effect will correspond to approximately 1.0 per cent of the total number of outstanding shares and votes in the company.
Resolution regarding authorization for the board of directors to resolve to issue new ordinary shares
The annual general meeting resolved, in accordance with the board’s proposal, to authorize the board of directors, whether on one or several occasions before the next annual general meeting and whether with or without pre-emption rights for the shareholders, against cash payment or against payment through set-off or in kind, to issue new ordinary shares to an amount not exceeding in total 10 per cent of the total number of outstanding ordinary shares in the company following utilization of the authorization. The purpose of the authorization is to provide the board with flexibility in its work to secure that the company, in a suitable way, can be provided with capital to enable a broadening of the ownership structure of the company, increase the liquidity in, and trading volume of, the share and to be used in strategic partnerships.
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 7020 0987
Email: ahg@nuevolution.com
Henrik D. Simonsen, CFO
Phone: +45 3913 0947
Email: hs@nuevolution.com
About Nuevolution
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, headquartered in Copenhagen, Denmark. Nuevolution partners its proprietary discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment options. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.
The information was released for publication at 16:45 CET on 5 October 2016.
Nuevolution AB (publ) is listed at Nasdaq First North Premier in Stockholm, Sweden (ticker: NUE.ST). Västra Hamnen Corporate Finance AB acts as Certified Adviser to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com