Report from the annual general meeting of AlzeCure Pharma on 20 May 2020
Today, 20 May 2020, the annual general meeting was held in AlzeCure Pharma AB (publ). Below is a summary of the resolutions made. All resolutions were passed with the required majority.
Resolution on the establishment of accounts and disposal of the company’s result
The annual general meeting resolved to establish the income statement and the balance sheet. The annual general meeting also resolved to dispose the company’s result in accordance with the board of directors’ proposal, meaning that no dividend is paid to the shareholders, and that available funds are carried forward.
Discharge for members of the board of directors and the managing director
The annual general meeting resolved to grant discharge to the members of the board of directors and the managing director for the financial year 2019.
Election of and remuneration to the board of directors and the auditor
The annual general meeting resolved, in accordance with the nominating committees’ proposal, on re-election of Thomas Pollare, Ellen Donnelly, Ragnar Linder and Pirkko Sulila Tamsen as ordinary members of the board of directors. Thomas Pollare was re-elected as chairman of the board of directors.
The annual general meeting further resolved that the remuneration to the board of directors shall be SEK 150,000 to the chairman and SEK 75,000 to each of the other board members who are not employed by the company.
The annual general meeting also resolved to re-elect Grant Thornton AB as auditor and that the auditor shall be paid according to approved invoice. Grant Thornton AB has announced that the certified accountant Camilla Nilsson will be the auditor in charge.
Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt guidelines for remuneration to senior executives. The following guidelines were established:
- AlzeCure Pharma shall offer a market-based payment that enables competent senior executives to be recruited and retained.
- The remuneration to the managing director and other senior executives may consist of basic salary, variable remuneration, other benefits and pension.
- The basic salary forms the basis of the total remuneration and shall be proportionate to the senior executive’s responsibilities and powers.
- The variable remuneration may not exceed an amount corresponding to six monthly salaries for each senior executive.
- The period of notice must be at least three months upon termination on the initiative of the senior executive and in the event of termination by the company between three and twelve months.
Resolution on issue of warrants 2020/2023 (CEO)
The annual general meeting resolved, in accordance with the board of directors’ proposal, to issue up to 300,000 warrants, with deviation from the shareholders’ pre-emptive right, to the CEO of the company. As a result of the resolution, the company’s share capital may increase by a maximum of SEK 7,500.00.
The reason for the deviation from the shareholders' pre-emptive rights is that the shareholders assesses that it is beneficial for the company and its shareholders that the members of the board of directors are offered to subscribe for warrants through a warrant program. A personal long-term ownership commitment stimulates to an increased interest in the business and the company’s performance and increases the motivation and the feeling of affinity with the company.
The warrants shall be transferred on market terms at a price determined with the Black & Scholes pricing model. Each warrant entitles the holder to subscribe for one new share in the company, each with a quota value of SEK 0.025. In addition, customary terms and conditions shall apply to the warrants.
Authorisation for the board of directors to resolve on new issues
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders’ pre-emptive right, to resolve on new issues of shares, warrants and/or convertibles that means issuing, subscribing to or converting a number of shares corresponding to a maximum dilution of 20 per cent of the total number of shares in the company at the time of the resolution. The new issues can be carried out with or without a provision regarding contribution in kind, set-off or other provisions referred to in Chapter 13, Section 5, first paragraph 6, Chapter 14, Section 5, first paragraph 6 and Chapter 15, Section 5, first paragraph 4, of the Swedish Companies Act.
The purpose of the authorisation is to increase the company’s financial flexibility and the board of directors’ scope of action.
For more information, please contact:
Martin Jönsson, CEO
Tel: +46 (0)70-786 94 43
E-mail: martin.jonsson@alzecurepharma.com
The information was submitted for publication, through the above contact person’s agency, at 19:00 CET on 20 May 2020.
Please also see a video presentation https://www.alzecurepharma.se/en/annual-general-meeting-2020/
About AlzeCure Pharma
AlzeCure Pharma AB is a Swedish pharmaceutical company that develops new innovative drug therapies for the treatment of severe disorders that affect the central nervous system, such as Alzheimer’s disease and pain - indications for which currently available treatment is very limited. The company is listed on Nasdaq First North Premier Growth Market and is developing several parallell drug candidates based on the three research platforms, NeuroRestore®, Alzstatin® and Painless. NeuroRestore comprises three symptom-relieving drug candidates where the unique target mechanism opens up for multiple indications – Alzheimer’s disease, but also cognitive dysfunction in traumatic brain injury, sleep apnea and Parkinson’s disease. Alzstatin is comprised of two disease modifying and preventive drug candidates for treatment of early Alzheimer’s disease. Painless, which is the company’s research platform in the field of pain, contains two projects: VR1/ACD440 which is a clinical candidate for the treatment of neuropathic pain, and TrkA-NAM that is targeting pain disorders such as osteoarthritis. AlzeCure® aims to pursue its own projects through preclinical research and development to an early clinical phase. FNCA Sweden AB, +46(0)8-528 00 399, info@fnca.se, is the company’s certified adviser. For further information, please visit our website at www.alzecurepharma.se