Bulletin from the Annual Shareholders’ Meeting in Alligator Bioscience AB (publ) on May 9, 2019
Lund, Sweden, May 9, 2019 – Alligator Bioscience (Nasdaq Stockholm: ATORX), a biotechnology company developing antibody-based pharmaceuticals for tumor-directed immunotherapy, today held an annual shareholders’ meeting. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority.
Resolution on adoption of accounts and distribution of the company’s result
The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual shareholders’ meeting also resolved to distribute the company’s result in accordance with the proposal from the board meaning that no dividends are paid and that the available funds of SEK 428,750,021 are carried forward to a new account.
Discharge from liability of the members of the board and the CEO
The annual shareholders’ meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2018.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Peter Benson, Carl Borrebaeck, Ulrika Danielsson, Anders Ekblom, Kenth Petersson and Jonas Sjögren as board members and to elect Graham Dixon and Kirsten Drejer as new board members. Peter Benson was re-elected as Chairman of the board.
The annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee that remuneration to the board shall be paid with SEK 550,000 to the Chairman of the board and with SEK 300,000 to each of the other board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 125,000 to the Chairman of the Audit Committee, with SEK 30,000 to each of the other members in the Audit Committee and with SEK 25,000 to the Chairman of the Remuneration Committee. For other members of the Remuneration Committee, no remuneration should continue to be paid.
The annual shareholders’ meeting also resolved to re-elect Ernst & Young AB as the auditor and that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice. Ernst & Young AB has informed that the authorized public accountant Johan Thuresson will continue to be appointed as the auditor in charge.
Resolution on instruction and charter for the Nomination Committee
The annual shareholders’ meeting resolved in accordance with the proposal from the Nomination Committee that a Nomination Committee shall be appointed before the coming election and remuneration. The Nomination Committee shall consist of four members, representing the three largest shareholders at the last weekday of June, together with the Chairman of the board. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Determination of Remuneration Policy for senior executives
The annual shareholders’ meeting resolved in accordance with the proposal from the board to adopt a Remuneration Policy regarding determination of remuneration and other benefits for the CEO and other senior executives.
Resolution on authorization regarding new share issues
The annual shareholders' meeting resolved in accordance with the proposal from the board to authorize the board up until the next annual shareholders’ meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to resolve to issue shares. The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued shall not exceed 17,847,000 shares, which corresponds to a dilution of approximately 20 percent calculated on the current number of shares. In case the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
For further information, please contact:
Cecilia Hofvander, Director Investor Relations & Communications
Phone +46 46 540 82 06
This information was submitted for publication, through the agency of the contact person set out above, at 5:45 p.m. CEST on May 9, 2019.
About Alligator Bioscience
Alligator Bioscience AB is a clinical-stage biotechnology company developing tumor-directed immuno-oncology antibody drugs. Alligator’s growing pipeline includes five lead clinical and preclinical drug candidates: ADC-1013, ATOR-1015, ATOR-1017, ALG.APV-527 and ATOR-1144. Alligator’s shares are listed on Nasdaq Stockholm (ATORX). The Company is headquartered in Lund, Sweden, and has approximately 55 employees. For more information, please visit www.alligatorbioscience.com.
ADC-1013 (JNJ-7107) is licensed to Janssen Biotech, Inc. for global development and commercialization.