Bulletin from the Annual General Meeting in Hansa Biopharma AB (publ)
Lund, Sweden May 12, 2021 Hansa Biopharma AB (publ) has today on May 12, 2021 held its Annual General Meeting. In order to mitigate the spread of Covid-19, the Annual General Meeting was conducted by advance voting only, without physical presence of shareholders, proxies and third parties. The Annual General Meeting of Hansa Biopharma AB (publ) (the “Company”) passed the following resolutions.
Resolution regarding the adoption of the income statement and the balance sheet as well as consolidated income statement and consolidated balance sheet, appropriation of result and discharge from liability.
The Annual General Meeting resolved to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2020. Furthermore, it was resolved that the Company’s results shall be carried forward and thus no dividend will be distributed. The Annual General Meeting also resolved to discharge the members of the Board of Directors and Chief Executive Officer from liability.
The number of members of the Board of Directors and auditors, election of the Board of Directors and auditor and remuneration to the Board of Directors and the auditor
The Annual General Meeting resolved that the members of the Board of Directors shall be six with no deputy members.
The Annual General Meeting resolved that Ulf Wiinberg, Anders Gersel Pedersen, Andreas Eggert, Eva Nilsagård and Mats Blom are re-elected as members of the Board of Directors and election of Hilary Malone as a new member of the Board of Directors for the period until the end of the next Annual General Meeting. The Annual General Meeting further resolved to re-elect Ulf Wiinberg as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.
The Annual General Meeting resolved to re-elect KPMG AB as auditor for the period until the end of the next Annual General Meeting.
The Annual General Meeting resolved that the fees for the Board of Directors, for the period until the end of the next Annual General Meeting, shall remain unchanged from the previous year and shall be SEK 900,000 to the Chairman of the Board and SEK 300,000 each to the other Board members. It was further resolved that the remuneration to the chairman of the Audit Committee should be SEK 150,000 and SEK 75,000 to each other member in the Audit Committee, SEK 40,000 to the chairman of the Remuneration Committee and SEK 25,000 to each other member in the Remuneration Committee, SEK 25,000 to each board member in the Scientific Committee and USD 20,000 to the chairman of the U.S. Committee. It was further resolved that the remuneration to the auditor shall be paid as per approved current account.
Resolution regarding principles for the appointment of the nomination committee
The Annual General Meeting resolved to adopt the proposed principles for appointment of the Nomination Committee.
Approval of the Board of Directors’ remuneration report
The Annual General meeting approved the Board of Directors’ remuneration report.
Resolution on guidelines for remuneration to members of management
The Annual General Meeting resolved to adopt the proposed guidelines for executive remuneration,
Resolution on the amendment of the articles of association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt the proposed amendments of the articles of association, whereby a new section is inserted in the articles of association allowing the Board of Directors to collect powers of attorney in accordance with the procedure described in Chapter 7, section 4 of the Companies Act and allowing the Board of Directors to decide that shareholders shall have the right to provide their votes before a shareholders’ meeting.
Resolution to adopt a long-term incentive program based on performance-based share rights for employees at Hansa Biopharma
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program based on performance-based share rights for employees of the Hansa Biopharma group (“Share Rights Program 2021”), whereby not more than 45 individuals within the Hansa Biopharma group may participate. The participants will receive performance based share rights which, subject to certain conditions being met, give the right to receive ordinary shares in the Company. A maximum of 624,615 share rights may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to adopt certain hedging arrangements to ensure delivery of shares based on share rights to participants at the end of the Share Rights Program 2021, as well as to cover any social charges arising as a result of the program. The hedging arrangements include that existing hedging shares (i.e. class C shares that the Company has acquired based on authorizations from previous Annual General Meetings to repurchase class C shares) may, following the reclassification into ordinary shares, be transferred free of charge to participants of the Share Rights Program 2021 and the share rights programs adopted at the Annual General Meetings 2018, 2019 and 2020 in order to secure possible social contributions.
Resolution to adopt a long-term incentive program based on employee stock options for employees in Hansa Biopharma
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program for employees in Hansa Biopharma (“Option Program 2021”), whereby not more than 15 individuals within the Hansa Biopharma group may participate. The Option Program 2021 consists of employee stock options that have a vesting period of 3 years, after which the holder is entitled to exercise the options for ordinary shares during a period of 3 years. A maximum of 452,307 warrants may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to issue class C shares and to repurchase class C shares and that class C shares that the Company has acquired based on the authorization to repurchase class C shares may, following the reclassification into ordinary shares, be transferred free of charge to participants of the Option Program 2021 and/or the option program adopted at the Annual General Meeting 2020 and in order to secure possible social contributions.
Resolution to amend the terms of the long-term incentive program based on employee stock options adopted in 2019 and 2020
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal to amend the terms of the long-term incentive program based on employee stock options adopted in 2019 and 2020 entailing an exercise period of three years (instead of one year) as well as settlement of the Option Programs 2019 and 2020 by using a net share-settlement method.
Resolution to authorize the board to resolve on issue of ordinary shares and warrants and/or convertibles
The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the board, for the period up to the next Annual General Meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emptive rights for the shareholders, to issue new ordinary shares, and warrants and/or convertibles. The number of shares issued, or number of shares created in connection with conversion of warrants and/or convertibles may not correspond to a dilution of more than twenty per cent of the total number of shares outstanding after full exercise of the hereby proposed authorization. It should also be possible to make such an issue resolution stipulating payment in cash, in kind, the right to offset debt or other conditions. In this situation, it is important for the Company’s ability to build and maximize shareholder value to have, and it is the purpose of the proposed authorization to provide, sufficient financial flexibility and a broad acting scope to the Board of Directors, in particular to match significant commercial and pipeline growth acceleration opportunities with the available financing mandate, provide flexibility to quickly respond to strategic opportunities such as partnerships or collaborations or to expand the shareholder constituency in certain investor markets or in connection with the listing of the shares on a U.S. stock exchange.
More information about the resolutions is available in the notice and the complete propisals which are available on the company’s website, www.hansabiopharma.com.
The information was submitted for publication, through the agency of the contact person set out below, at 13:00 CET on May 12 2021
For further information, please contact:
Klaus Sindahl, Head of Investor Relations
Hansa Biopharma
Mobile: +46 (0) 709-298 269
E-mail: klaus.sindahl@hansabiopharma.com
Katja Margell
Head of Corporate Communications
Hansa Biopharma
Mobile: +46 (0) 768-198 326
E-mail: katja.margell@hansabiopharma.com
About Hansa Biopharma
Hansa Biopharma is a pioneering commercial-stage biopharmaceutical company on a mission to develop and commercialize innovative, lifesaving and life altering treatments for patients with rare immunological conditions. Hansa has developed a first-in-class immunoglobulin G (IgG) antibody cleaving enzyme therapy, which has been shown to enable kidney transplantation in highly sensitized patients. Hansa has a rich and expanding research and development program, based on the Company’s proprietary IgG-cleaving enzyme technology platform, to address serious unmet medical needs in transplantation, autoimmune diseases, gene therapy and cancer. Hansa Biopharma is based in Lund, Sweden and has operations in Europe and the U.S. The Company is listed on Nasdaq Stockholm under the ticker HNSA. Find out more at www.hansabiopharma.com.