Report from the annual general meeting of AlzeCure Pharma on 22 May 2019
Today, 22 May 2019, 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 of kSEK 232,225 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 2018.
Election of and remuneration to the board of directors and the auditor
The annual general meeting resolved, in accordance with shareholders’ proposal, on re-election of Thomas Pollare, Ellen Donnelly, An van Es-Johansson, 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 the establishment of a nominating committee and directives for the nominating committee
In accordance with shareholders’ representing approximately 23 percent of the shares and the votes proposal, the annual general meeting resolved on the establishment of a nominating committee with the assignment to prepare resolutions on election and remuneration issues to the annual general meeting of the company. The nominating committee shall consist of representatives of the three largest shareholders in the company as of 30 September 2019 and shall be established prior to the annual general meeting in 2020. It was resolved to adopt instructions for the nominating committee in accordance with the proposal presented in the notice to the annual general meeting.
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 the establishment of a warrant program for the board of directors
The annual general meeting resolved, in accordance with shareholders’ representing approximately 23 per cent of the shares and votes proposal, to issue up to 135,000 warrants, with deviation from the shareholders’ pre-emptive right, to members of the board of directors. As a result of the resolution, the company’s share capital may increase by a maximum of SEK 3,375.
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:
Johan Sandin, CEO
Tel: +46 703 73 88 24
The information was submitted för publication, through the above contact person’s agency, at 17:30 CET on 22 May 2019.
About AlzeCure Pharma
AlzeCure Pharma AB is a Swedish pharmaceutical company listed on Nasdaq First North Premier, which engages in innovative pharmaceutical research with a primary focus on Alzheimer’s disease. AlzeCure is developing five drug candidates within its two research platforms NeuroRestore and Alzstatin. NeuroRestore consists of symptomatic drug candidates and Alzstatin consists of disease modifying drug candidates. Through a diversified drug portfolio which targets central signal mechanisms in the brain other indications such as cognitive disorders in traumatic brain injury, sleep apnea and Parkinson’s disease are also possible. The company has also a preclinical drug project, TrkA-NAM, which focuses on the treatment of pain. FNCA Sweden AB is the company’s Certified Adviser, ph: +46 8-528 00 399, email: email@example.com. For more information, please visit www.alzecurepharma.se.