Bulletin from Annual General Meeting in Isofol Medical AB (publ) held on May 19, 2022
Today on May 19, 2022 in Gothenburg – Isofol Medical AB (publ), (Nasdaq Stockholm: ISOFOL), held its annual general meeting (“AGM”) at which the following principal resolutions were passed.
Adoption of income statement and balance sheet for the financial year 2021 and discharge from liability
The AGM resolved to adopt the income statements for the financial year 2021 as well as the balance sheets as of 31 December 2021, as set out in the annual report for the company and the group. The members of the board of directors and the CEO were discharged from liability for the financial year 2021.
Allocation of the company’s results
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2021 and that the results of the company shall be carried forward.
Election of board members and auditors, and fees to the board of directors and auditors
The AGM resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be eight without deputies and that the number of auditors shall be one registered accounting firm.
In accordance with the nomination committee’s proposal Jan Törnell was elected as new member of the board of directors and Magnus Björsne, Robert Marchesani, Lennart Jeansson, Anna Belfrage, Alain Herrera, Aram Mangasarian and Paula Boultbee were re-elected as members of the board of directors, all for the period until the end of the next AGM. Jan Törnell was elected as new chairman of the board of directors.
In accordance with the nomination committee’s proposal the audit firm KPMG AB was re-elected as auditor of the company for the period until the end of the next AGM and it was noted that Jan Malm will be auditor-in-charge.
The AGM further resolved to, in accordance with the nomination committee’s proposal, that fees to the chairman of the board shall be paid with SEK 550,000, to each of the other members of the board with SEK 250,000, to the chairman of the audit committee with SEK 125,000, to each of the other members of the audit committee with SEK 75,000, to the chairman of the remuneration committee with SEK 75,000 and to each of the other members of the remuneration committee with SEK 50,000.
The AGM further resolved, in accordance with the nomination committee’s proposal, that board members (in addition to remuneration for expenses relating to travel and accommodation) domiciled in Europe, but outside the Nordic countries, shall receive a remuneration of SEK 7,500 per physical board meeting and board members domiciled in North America shall receive a remuneration of SEK 15,000 per physical board meeting.
The AGM further resolved, in accordance with the nomination committee’s proposal, that the remuneration, for services rendered by the auditor of the company, shall be paid in accordance with approved invoice.
Principles for the appointment of the nomination committee
The AGM resolved, in accordance with the nomination committee’s proposal, to adopt the principles for appointment of a nomination committee as presented in the notice convening the AGM.
Approval of the board of directors’ remuneration report
The AGM resolved, in accordance with the proposal from the board of directors, to approve the remuneration report for the financial year 2021.
Adoption of guidelines for remuneration to executive management
The AGM resolved, in accordance with the proposal from the board of directors, to adopt guidelines for remuneration to senior executives, valid for the period until the end of the AGM 2026. The new guidelines are in all material aspects identical to the guidelines approved by the AGM 2020, but with the adjustment of the framework for the CEO’s and other members of the executive management retirement benefits, including health insurance, to no more than a maximum thirty (30) per cent of the fixed annual cash remuneration
Amendment of the articles of association
The AGM resolved, in accordance with the board of directors’ proposal, to amend the articles of association so that the board of directors may allow shareholders to vote by mail before general meetings; that the board may collect proxies in accordance with Chapter 7, Section 4 of the Swedish Companies Act; and that guidelines for remuneration to senior executives shall be adopted every four years in accordance with applicable legislation.
Authorisation for the board of directors to resolve on new issues
The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, on one or several occasions and with or without deviation from the shareholders’ preferential rights, resolve on new issues of shares, warrants and/or convertibles corresponding to no more than 10 per cent of the registered share capital in the company at the time of the issue resolution.
For more information, please contact
Isofol Medical AB (publ)
Jan Törnell, chairman of the board of directors
Jarl Ulf Jungnelius, M.D., CEO
E-mail: jungnelius@isofolmedical.com
Phone: +46 (0)709-16 89 55
The information was submitted for publication, through the agency of the contact person set out above, at 19:00 CEST on May 19, 2022.
About arfolitixorin
Arfolitixorin is Isofol’s proprietary drug candidate being developed to increase the efficacy of standard of care chemotherapy for advanced colorectal cancer. The drug candidate is currently being studied in a global pivotal Phase III study, AGENT. As the key active metabolite of the widely used folate-based drugs, arfolitixorin can potentially benefit more patients with advanced colorectal cancer, as it does not require complicated metabolic activation to become effective.
About Isofol Medical AB (publ)
Isofol Medical AB (publ) is a clinical stage biotech company developing arfolitixorin to improve the efficacy of standard of care chemotherapy for advanced colorectal cancer by increasing tumor response and progression free survival. Isofol holds a worldwide exclusive license agreement with Merck & Cie, Darmstadt, Germany to develop and commercialize arfolitixorin for oncology indications. Isofol Medical AB (publ) is traded on the Nasdaq Stockholm.