Resolutions from Annual General Meeting in NeuroVive Pharmaceutical AB (publ)
Lund, Sweden, 25 April 2019, NeuroVive Pharmaceutical AB(Nasdaq Stockholm: NVP, OTCQX: NEVPF) today on 25 April 2019 held its Annual General Meeting (AGM). A summary of the resolutions follows.
Approval of income statements and balance sheets, and discharge from liability of the board members and the managing director
The income statements and balance sheets were approved, and the managing director and the board members were discharged from liability with respect to their respective management of the company for the financial year 2018.
In accordance with the Board of Directors' proposal, it was resolved that no dividend would be paid for the financial year 2018.
Determination of the number of Board members and fees to Board members and Auditors
The Meeting resolved that five Board members should be appointed. Furthermore, the Meeting resolved that fees to Board members not employed by NeuroVive but elected by the AGM, and members of the Board of Directors’ various Committees not employed by NeuroVive, shall be payable as follows:
- SEK 400,000 to the Chair of the Board;
- SEK 250,000 each to other Board members;
- SEK 100,000 to the Chair of the Audit Committee;
- SEK 50,000 each to other members of the Audit Committee;
- SEK 40,000 to the Chair of the Remuneration Committee;
- SEK 20,000 each to other members of the Remuneration Committee.
The Meeting also resolved that as in the previous year, auditors’ fees are payable in accordance with approved accountpursuant to customary billing terms. No fees should be payable to Nomination Committee members.
Election of the Board of Directors
The AGM decided to re-elect Board members David Laskow-Pooley, Jan Törnell, Denise Goode and David Bejker. Furthermore, Magnus Persson was elected as new Board member. David Laskow-Pooley was re-elected as Chair of the Board.
Remuneration guidelines for senior executives
The annual general meeting approved the proposal of the Board of Directors on remuneration guidelines for senior executives. Under the guidelines, the company shall offer a total remuneration on market norms and enable skilled senior executives to be hired and retained. The remuneration to senior executives may consist of basic salary, yearly variable salary, long-term variable salary and share-related incentive programs resolved by the general meeting, pension and other benefits.
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2020 substantially in accordance with the same procedure as the preceding year. In brief, this entails that the chairman of the board shall contact the three largest shareholders in respect of voting power by the end of the third quarter. These three shareholders shall be offered to appoint one representative each for the nomination committee. If such shareholder does not exercise its right to appoint a member, the right to appoint a member of the Nomination Committee shall transfer to the next largest shareholder in terms of votes.
Authorization for the Board of Directors to decide on the new issue of shares, warrants and/or convertibles
The Meeting resolved to authorize the Board of Directors to decide on the new issue of shares, warrants and/or convertibles, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
The number of shares issued through this authorization may correspond to an increase of share capital of a maximum of fifteen per cent (15%) based on the total share capital of the Company at the time the Boards of Directors at first exploits the authorization.
The purpose of this authorization is to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.
The information was submitted for publication, through the agency of the contact person set out below, at 6:30 p.m. CEST on 25 April 2019.
For more information please contact:
Catharina Johansson, CFO, IR & Communications
+46 (0)46-275 62 21, email@example.com
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 62 20 (switchboard)
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NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase I (KL1333) for genetic mitochondrial diseases and one project in preparation for a clinical phase II efficacy study for the prevention of moderate to severe traumatic brain injury (NeuroSTAT®). The R&D portfolio also consists of projects for genetic mitochondrial disorders, NASH and cancer. The company advances drugs for rare diseases through clinical development into the market, with or without partners. For projects for common indications the goal is out-licensing in the preclinical phase. A subset of compounds under NeuroVive’s NVP015 program has been licenced to Fortify Therapeutics, a BridgeBio company, for local treatment development of Leber’s Hereditary Optic Neuropathy (LHON). NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTCQX Best Market in the US (OTC: NEVPF).