Resolutions at the annual general meeting of Nuevolution AB (publ)
At the annual general meeting of Nuevolution AB (publ) on 12 October 2017, 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 2016/2017. 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 with no 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 no deputies. Ernst & Young Aktiebolag was re-elected as the company’s auditor, with the request that authorized auditor Beata Lihammar will be auditor in charge, for the period up to the end of the next annual general meeting.
The annual general meeting resolved that the remuneration to the board of directors shall be paid in a total amount of SEK 1,320,000, to be allocated as follows. The chairman shall receive SEK 400,000, 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. Since it was resolved to change the company’s financial year to be the calendar year, see below, it was resolved that the remuneration shall be adjusted accordingly. 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 regarding authorization for the board of directors to resolve to issue new ordinary shares, warrants and convertibles
The annual general meeting resolved, in accordance with the board’s proposal, to authorize the board of directors, for the period up to the next annual general meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, to issue new ordinary shares and warrants and/or convertibles with a right to subscribe/convert to ordinary shares. Issuance of ordinary shares, warrants and/or convertibles may be possible to an amount, after any subscription/conversion, not exceeding 20 percent of the total number of outstanding ordinary shares in the company before utilization of the authorization. Issues may be made with or without provisions concerning non-cash consideration, set-off or other provisions. 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 for the financing of the business, to enable a broadening of the ownership of the company, increase the liquidity in, and trading volume of, the share and to be used in strategic partnerships.
Resolution to adopt new Articles of Association
The annual general meeting resolved, in accordance with the board’s proposal, to amend 4 § of the Articles of Association so that the company only can issue shares of one class, and to amend the 5 § so that the board not may consist of any deputies. It was further resolved to amend 10 § so that the reference to the Swedish act is corrected, since the act referred to has been renamed.
Furthermore the annual general meeting resolved, in accordance with the board’s proposal, to change the company’s financial year to the calendar year, resulting in an amendment of 11 § of the Articles of Association so that the financial year shall be 1 January – 31 December.
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 3913 0902
Henrik Damkjær Simonsen, CFO
Phone: +45 3913 0947
Information about Nuevolution AB (publ)
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, and headquartered in Copenhagen, Denmark. Nuevolution partners its discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment option. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.
This information was released for publication on Thursday 12 October at 17:15 (CEST).
Nuevolution AB (publ) is listed at Nasdaq First North in Stockholm, Sweden (ticker: NUE.ST). Redeye AB acts as Certified Advisor to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com .