Bulletin from the Annual General Meeting in Hansa Medical AB (publ)
The following resolutions were passed at the Annual General Meeting of Hansa Medical AB (publ) (the “Company”) on May 29, 2018.
Resolution regarding the adoption of the income statement and the balance sheet as well as consolidated income statement and consolidated balance sheet, apropriation 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 2017. 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 as elected by the Annual General Meeting shall be six with no deputy members.
The Annual General Meeting resolved that Ulf Wiinberg, Stina Gestrelius, Birgit Stattin Norinder and Angelica Loskog are re-elected as members of the Board of Directors and that Anders Gersel Pedersen and Andreas Eggert would be elected as new members of the Board of Directors, for the period until the end of the next Annual General Meeting. The Shareholders’ Meeting further resolved to elect Ulf Wiinberg as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. Hans Schikan and Per Olof Wallström had declined re-election.
The Annual General Meeting resolved to re-elect KPMG AB as auditor for the period until the end of the next Annual General Meeting. It was noted that Dan Kjellqvist would continue as lead auditor.
The Annual General Meeting resolved that the remuneration to the Board of Directors, until the end of the next Annual General Meeting, shall be paid with 900,000 to the Chairman of the Board of Directors and SEK 300,000 to all of the other members of the Board of Directors except Angelica Loskog. It was further resolved that the remuneration to the chairman of the Audit Committee shall be SEK 40,000 and SEK 30,000 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, and SEK 25,000 to each board member in the Scientific Committee. It was further resolved that the remuneration to the auditor, until the time until the end of the next Annual General Meeting, 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.
Resolution on guidelines for remuneration to members of management
The Annual General Meeting resolved to adopt the proposed guidlines for remuneration to members of management.
Resolution to adopt a long term incentive programme for employees in Hansa Medical
The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive programme for employees in Hansa Medical, whereby not more than 52 individuals within the Hansa Medical group may participate. The participants in the programme are given the opportunity to acquire warrants at market value and/or receive so called performance based share awards free of charge which, provided that certain conditions are met, may give the right to acquire shares in the Company.
A maximum of 491,419 warrants or 297,902 share awards may be allotted to participants under the programme. 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 awards to participants at the end of the programme, as well as to cover any social charges arising as a result of the programme. The hedging arrangements include a share issue authorisation for the Board of Directors to issue not more than 391,503 Class C shares, of which 93,601 will be issued to cover social security costs, an authorisation for the Board of Directors to repurchase the issued Class C shares and a resolution to transfer the re-purchased shares, after a conversion to ordinary shares, to participants of the programme and in the market in order to cover the cash flow effects of social charges.
The information was submitted for publication, through the agency of the contact person set out above, on May 29, 2018 at 7:00pm.
For further information, please contact:
Emanuel Björne, Vice President Business Development and Investor Relations, Hansa Medical AB (publ)
Mobile: 46707175477
E-mail: emanuel.bjorne@hansamedical.com
About Hansa Medical AB
Hansa Medical is a biopharmaceutical company developing novel immunomodulatory enzymes for transplantation and acute autoimmune diseases. The lead product, IdeS, is a proprietary antibody-degrading enzyme currently in late- stage clinical development for kidney transplant patients, with significant potential for further development in other solid organ transplants and in acute autoimmune indications. The company also has a strong pipeline of preclinical projects that may provide a second wave of potential drugs. Under the project name NiceR, novel immunoglobulin cleaving enzymes are developed for repeat dosing with the objective of treating relapsing autoimmune diseases and cancer. Hansa Medical is based in Lund, Sweden, its shares (ticker: HMED) are listed on Nasdaq Stockholm.
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