The Nomination Committee’s proposed resolution to the Annual General Meeting on 16 April 2024
The Nomination Committee in Cereno Scientific AB (publ) (the “Company”) proposes the following resolutions to the Annual General Meeting on 16 April 2024, which relate to items 2 and 10-13 on the proposed agenda in the notice to the Annual General Meeting. In accordance with the principles adopted by the previous Annual General Meeting, the Nominating Committee has consisted of Cihan Punar, Sverker Jern, and Joakim Söderström.
Election of chairperson of the meeting
The Nomination Committee proposes Fredrik Brusberg, associate at MAQS Advokatbyrå, or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairperson of the Annual General Meeting.
Determination of the number of directors, deputies, and auditors
The Nomination Committee proposes that five board members and no deputy board members be appointed for the period until the end of the next Annual General Meeting.
Furthermore, it is proposed that one auditor be appointed until the end of the next Annual General Meeting.
Determination of the fees payable to the directors and the auditors
The Nomination Committee proposes that the fee paid to the directors for the period from the present Annual General Meeting until the end of the next Annual General Meeting be distributed as follows (previous year’s figures in brackets): fee of five (three) price base amounts to each of the directors who are not employed by the Company (does not include persons who are members of the Company’s Scientific Advisory Board) and ten (nine) price base amounts to the chairman of the Board of Directors. When calculating fees, the price base amount as of the day of the general meeting shall be applied.
If the general meeting resolves according to the Nomination Committee’s proposal as regards the composition of the Board of Directors, the total fee will amount to SEK 1,432,500 (previous year SEK 1,260,000).
If the Board of Directors within itself chooses to set up committees, it is proposed that no fee should be paid to these since the committees in such case will consist of the Board of Directors.
It is proposed that fees be paid to the auditor according to invoice approved by the Company.
Election of the Board of Directors, auditors, and any deputy auditors
The Nomination Committee proposes re-election of the board members Anders Svensson, Joakim Söderström, and Jeppe Øvlesen as well as new election of the board members Gunnar Olsson and Sten R. Sörensen.
Furthermore, it is proposed to re-elect Joakim Söderström as the chairman of the Board of Directors.
Gunnar Olsson (born 1953) is a Medical Doctor and has a Doctor of Philosophy degree (PhD) in Medical Sciences from Karolinska Institutet. Gunnar Olsson has approximately 35-years experiences in life science companies and has held senior positions at AstraZeneca. He has also been adjunct professor at Karolinska Institutet. Gunnar Olsson is board member and CEO of IRLAB Therapeutics AB as well as board member of, among others, Amplifier Tx AB and Gesynta Pharma AB.
Sten R. Sörensen (born 1959) has a bachelor's degree in chemistry from Lund University and has extensive experience in the pharmaceutical industry and biotech. He has previously worked, e.g., as Global Marketing Director for Secondary Prevention Products at AstraZeneca. Sten R. Sörensen is the CEO of the Company since 2015.
Further information about the other proposed directors can be found on the Company’s website, www.cerenoscientific.com.
It is proposed re-election of Frejs Revisorer AB as auditor of the Company. Frejs Revisorer AB has informed that in the event it is re-elected, Mikael Glimstedt will continue in his capacity as principal auditor.
Resolution regarding determination of principles for the Nomination Committee
The Nomination Committee proposes the following principles for the Nomination Committee (which correspond to the principles adopted at the previous Annual General Meeting except for (i) the principals according to which the Nomination Committee shall be appointed and (ii) the record date for determining the largest shareholder or shareholder group):
The Nomination Committee shall be appointed according to the following principles. The Company’s largest shareholder, or group of shareholders, as of 30 April 2024, shall have the right to appoint one member of the Nomination Committee. Furthermore, the Nomination Committee shall consist of the chairman of the Board of Directors, who shall also be the convener. In addition, Björn Dahlöf, CSO and Head of Clinical Development in the Company, shall be a member of the Nomination Committee. The Nomination Committee shall thus consist of three persons.
One of the members, but not the chairman of the Board of Directors, shall be appointed as chairman of the Nomination Committee. The Nomination Committee’s term of office extends until a new Nomination Committee is appointed.
No compensation shall be paid to the members of the Nomination Committee. However, the Nomination Committee shall have the right to charge the Company with reasonable cost for evaluations, investigations, recruitment, and travels in connection with its work for the Nomination Committee.
The Nominations Committee shall present proposals to the Annual General Meeting 2025 for: a) election of chairman of the Annual General Meeting; b) resolution regarding the number of board members and deputy members; c) resolution regarding fees to the chairman of the Board of Directors and each of the other board members (including work in the board committee); d) elections of board members and deputy members; e) election of chairman of the Board of Directors; f) resolution regarding fee to auditor; g) election of auditor; and h) resolution regarding principles for the Nominations Committee.
If a member of the Nominations Committee resigns prior to completion of the work, and if the Nominations Committee deems that there is a need to replace the member, the Nominations Committee shall appoint a new member; primarily a member nominated by the shareholder which nominated the resigning member, under the condition that the shareholder remains the largest shareholder, or group of shareholders in the Company.
If any shareholder, who is asked by the Nomination Committee to propose a member, refrains from submitting a proposal, the Nomination Committee shall ask the next shareholder in order of size (as of 30 April 2024) who has not previously nominated a member to the Nomination Committee.
Changes in the Nominations Committee’s composition shall be communicated by the chairman of the Nominations Committee to the chairman of the Company’s Board of Directors as soon as possible. The change shall also be disclosed to the public.
For further information, please contact:
Henrik Westdahl, Director IR & Communications
Email: henrik.westdahl@cerenoscientific.com
Phone: +46 70-817 59 96
Sten R. Sörensen, CEO
Email: sten.sorensen@cerenoscientific.com
Phone: +46 73-374 03 74
About Cereno Scientific AB
Cereno Scientific develops innovative treatments for common and rare cardiovascular disease. The lead drug candidate, CS1, is a HDAC (histone deacetylase) inhibitor that acts as an epigenetic modulator with pressure-reducing, reverse-remodeling, anti-inflammatory, anti-fibrotic and anti-thrombotic properties. A Phase II study is ongoing to evaluate CS1’s safety, tolerability, and efficacy in patients with the rare disease pulmonary arterial hypertension (PAH). A collaboration agreement with global healthcare company Abbott allows Cereno to use their cutting-edge technology CardioMEMS HF System in the study. Two initiatives performed during the ongoing Phase II study have shown positive findings suggesting the potential clinical benefit of CS1 in PAH patients. These initial findings are, however, not a guarantee of the final study results that are expected in Q3 2024. Since January 2024, we are delighted that the FDA´s Expanded Access Program will enable patients with PAH, a serious life-threatening disease condition, to gain access to CS1 where no comparable alternative therapy options are available. Cereno also has two promising preclinical drug candidates in development through research collaborations with the University of Michigan. Investigational drug CS014 is a HDAC inhibitor in development as a treatment for arterial and venous thrombosis prevention. The innovative drug candidate represents a groundbreaking approach to antithrombotic treatment potentially without the associated increased risk of bleeding in humans. CS014 is a new chemical entity with a multi-fold mechanism of action as an epigenetic modulator – regulating platelet activity, fibrinolysis, and clot stability for the prevention of thrombosis without increased risk of bleeding as documented in preclinical studies. Drug candidate CS585 is a prostacyclin receptor agonist that has been documented in several preclinical studies to target the IP receptor for prevention of thrombosis without increased risk of bleeding, which also has been recognized in the medical community. CS585 was in-licensed from the University of Michigan in 2023. The company is headquartered in Gothenburg, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Nasdaq First North (CRNO B). More information on www.cerenoscientific.com.