Annual General Meeting of EQL Pharma AB (publ)
EQL Pharma AB (publ), 556713-3425, Annual General Meeting will take place on Thursday, August 27th, 2020 at. 4 PM at EQL Pharma AB's offices, Stortorget 1 Lund.
Special measures in response to the Covid-19 pandemic
EQL Pharma intends to protect the health of shareholders and strives to contribute in the best possible way in the work of limiting the spread of the new coronavirus. As part of this, the company will comply with current restrictions and government recommendations.
Due to the above, EQL Pharma has decided to take the following precautionary measures in connection with the Annual General Meeting.
• Postal voting is offered on the basis of the new Exemption Act for AGMs.
• No refreshments or drinks will be offered.
• The Chairman of the Board’s and the CEO's report on the company’s operations will be very brief at the Annual General Meeting.
• The Board proposes that the Annual General Meeting can be followed via a web link.
• The number of board members present, members of the management and other employees will be very limited and their participation may take place via video link or telephone.
• No external guests will be invited to the Annual General Meeting.
Shareholders are urged to follow the authorities' recommendations and take responsibility for preventing the spread of the infection, as well as to take advantage of the opportunity to vote by post instead of being physically present. Shareholders who belong to a risk group should not attend the Annual General Meeting.
Right to attend
Right to attend the Annual General Meeting has those who, (1) are listed as shareholders in the Euroclear Sweden AB share register as of August 21st, 2020, and (2) by 21st of August 2020, preferably before 16:00, notify the company of their intention to attend the AGM.
Shareholders who have manager-registered shares must temporarily register the shares in their own name with Euroclear Sweden AB in order to participate in the meeting. Such registration must be completed by August 21st, 2020 and should be requested in due time before this date.
Notice of attendance
Notification of attendance to the AGM shall be made in writing to EQL Pharma AB, att. Jennie Sterning, Stortorget 1, 222 23 Lund, Sweden, by fax 046-12 00 12, or by e-mail firstname.lastname@example.org. The notification should include name, personal or corporate identity. number, daytime telephone number and number of shares. Where appropriate, also the number of proxies (maximum two) should be indicated. If a shareholder intends to be represented by proxy, a power of attorney or other authorization documents should be included with the notification. Authorization documents in original must be presented at the meeting. Proxy forms are available at the company and on the company's website and will be sent on request to shareholders who provide their postal or e-mail address.
- Election of Chairman of the AGM
- Preparation and approval of voting list
- Adoption of agenda
- Selection of one or two participants to verify the minutes
- Determination of whether the AGM has been duly convened
- Presentation of the annual report and audit report as well as the consolidated accounts
- Statement by the CEO
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- allocation of the profit according to the established balance sheet,
- discharge from liability for Board members and the President,
- Determination of the number of Board members, substitutes and the number of Auditors and deputy Auditors
- Determination of fees to Board members and auditors
- Election of Board members
- Election of Chairman
- Election of the Auditor
- Resolution on the instruction for the Nomination Committee
- Additional matters
- Closing of the meeting
Resolution on the appropriation of earnings (item 9b)
The Board of Directors proposes to the Annual General Meeting to dispose of the company's results according to the Board's proposal in the annual report. The Board of Directors further proposes that dividends for the financial year 2019/2020 should not be paid.
Election of the Board, Chairman of the Board and auditors, determination of fees as well as the principles for appointing the Nomination Committee (item 2, 10-14,15)
The Nomination Committee, consisting of Christer Fåhraeus, (Christer Fåhraeus with company), Rajiv I Modi (Cadila Pharmaceuticals Ltd.) and Lars Holmqvist (Lars Holmqvist with company), proposes to the AGM that
Ingemar Kihlström is elected Chairman of the AGM,
the Board shall consist of six members,
for auditor a registered auditing firm is appointed,
Board fees, of SEK 250 000 (250 000) to the Chairman and SEK 100 000 (100 000) to the other members, shall be paid but that no fees shall be paid to directors who are employees of the company,
the auditor's fee shall be paid based on approved account,
the board members Christer Fåhraeus, Lars Holmqvist, Rajiv I Modi, Anders Månsson and Maria Bech are reelected,
Linda Neckmar is elected to the Board,
Anders Månsson is elected as Chairman of the Board,
Crowe Osborne AB is reelected as auditors, and
the following main principles should apply for appointment of the Nomination Committee: Chairman of the Board shall, as soon as, registered shareholders of the Company on December 31st, 2019, is known, contact the three largest registered shareholders in the share register and ask them to appoint one member each to the Nomination Committee. If such a shareholder does not appoint a member, the subsequent largest registered shareholders in order be contacted until the three owner representatives have been appointed. The members appointed will constitute the nomination committee. Chairman shall convene but not be part of the committee as a member but the committee may choose to co-opt the chairman for part of the nomination process. The Nomination Committee shall then appoint its own chairman.
The names of the committee members shall be published by the Company no later than six months before the Annual General Meeting 2020.
If a shareholder that has appointed a member to the Committee, during the course of Committee work gets a lower rank as shareholders in the company, the member appointed by the shareholder, unless the Committee so decides, shall be replaced by a new member appointed by the shareholder that, at time, is the largest registered shareholder not already represented on the committee. Should any of the members of the Nomination Committee, before the Committee has finalized, depart for another reason or cease to represent the shareholder that appointed the member, shall such member, if the person who appointed the member so desires, be replaced by a new member appointed by the shareholder.
The term of the committee appointed expires when a new Nomination Committee is appointed. No compensation for members of the election committee shall be paid. If necessary, the company shall be responsible for reasonable costs that the Nomination Committee deems necessary for the committee to fulfill its assignment. The Nomination Committee shall also co-opt members to the committee if appropriate; co-opted member shall not be entitled to vote in the election committee.
Information on the Annual General Meeting
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information at the AGM regarding circumstances that may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the company’s financial situation. The corresponding duty to disclose also applies to subsidiaries. The duty of disclosure also relates to the company's relationship to other group companies and consolidated accounts.
Accounting documents, audit report, the auditor's statement on whether the guidelines for remuneration to senior executives have been complied with, as well as the complete documentation for any other AGM matter, will be available at the company and on the company's website at least three weeks before the AGM. Documents will be sent free of charge to shareholders who provide their postal or e-mail address.
The number of shares and votes in the company
At the time of issuance of this notice, the total number of shares and voting rights amounts to
29 063 610 (24 911 666). The Company holds no shares in the company.
For further information, please contact:
CEO, EQL Pharma AB (publ)
Phone: +46 (0) 705 – 60 90 00
EQL Pharma AB (publ) in short
EQL Pharma AB specializes in developing and selling generics, i.e. medicines that are medically equivalent to originator medicines. The company currently has 18 niche generics (i.e. generics with little or no competition apart from the originator drug) approved in the Nordic markets. In addition to these, there exist a significant pipeline of additional niche generics for launch in 2020 and beyond. The business is currently entirely focused on prescription drugs. EQL Pharma AB conducts its operations in Lund, employs 9 people and is listed on the Spotlight Stock Market. EQL Pharma AB conducts extensive development work in collaboration with leading contract manufacturers and major pharmaceutical companies in the EU, India and China, among others.