Notice of Annual General Meeting 2017 in Karessa Pharma Holding AB (publ)
The shareholders of Karessa Pharma Holding AB (publ) are hereby invited to participate in the Annual General Meeting to be held on May 29, 2017 at 2 p.m. at Advokatfirman Lindberg & Saxon's office, Cardellgatan 1, Stockholm, Sweden.
Registration etc
To participate the Annual General Meeting, shareholders must be registered in the shareholders' register held by Euroclear Sweden AB on 22nd of May 2017, and to report their participation to the company by the latest on 22nd of May 2017 by mail to Karessa Pharma Holding AB, Lahällsvägen 48, 183 30 Täby, Sweden, by phone 08-768 22 33 or by e-mail to michael.brobjer@karessa.se. The notice must include name, personal or organizational identification number, shareholding, address, telephone number and information about possible assistants and, if applicable, information about a nominee must be stated. If applicable, the notice must also include authorization documents, such as registration certificate and warrant. Shareholders that have their shares registered in the name of a nominee must, in due time before 22nd May 2017, temporarily register their shares in their own name in order to participate in the Annual General Meeting through the nominee's care.
Agenda
- Opening meeting and election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of at least one minutes-checker.
- Determination as to whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.
- Resolution on adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet.
- Resolution on dispositions in respect of the company’s profit pursuant to the adopted Balance Sheet.
- Resolution on discharge from liability of the Borad of Directors and the CEO.
- Determination of fees to the Board of Directors and auditors.
- Election of Board of Directors, Chairman of the Board and auditors.
- Resolution on issue stock options.
- Closing of the meeting.
The proposition of the resolutions
Disposition of the company's result (item 8)
The Board of Directions proposes that the loss of the year shall be carried forward.
Election of Board of Directors, Chairman of the Board and auditors, and approval of the fees (items 10-11)
The Board of Directions proposes Directors’ fees as follows: SEK 250,000 to the Chairman and SEK 100,000 to the other board members, except for the CEO. Thus a total amount of SEK 450,000. Fees to the auditors are proposed to be paid as specified in the approved invoice.
The Board of Directors nominates all members of the Board for re-election: Ulf Lindberg, Scott Boyer, Stefan Arver and Michael Brobjer. The Board of Directors also nominate Ulf Lindberg, Chairman of the Board for re-election.
The Board of Directors also nominate the auditor with authorised accountant Hans Brorsson for re-election and also the registered accounting company Crowe Horwath Osborne AB, corporate identity number 556068-8813, with authorised accountant Olov Strömberg as lead auditor, is elected as a new auditor until the next Annual General Meeting.
The Board of Directors' proposal for issuing stock options (item 12)
The Board of Directors proposes that the Annual General Meeting shall decide to issue a maximum of 330,000 stock options. Each stock option shall entitle the holder to subscribe a new share for SEK 20 at the latest on 29thof May 2020. With the exception of shareholders' preferential rights, the subscriber shall be a wholly-owned subsidiary of Karessa Pharma Holding AB for the transfer to current and future leading executives in the Group. The transfer shall be at a price corresponding to the market value determined in accordance with the Black & Scholes valuation model for stock options. If the 450,000 stock options issued by the Annual General Meeting 2015 are fully utilized, the proposed issue will result in a dilution of approximately 2.8% of the votes and capital of the company.
A valid decision requires the resolution to be supported by shareholders with at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.
Any other business
The annual report and audit report of Karessa Pharma Holding, proxy form and other proposals for decisions will be available at the company’s office, Lahällsvägen 48, Täby, Sweden and on the company’s website www.karessa.se, as from 8th of May 2017. The documents are sent free of charge to shareholders who so request.
Shareholders can request that the Board of Directors and the CEO at the Annual General Meeting shall inform about circumstances that may affect the assessment of a matter on the agenda and/or conditions that may affect the assessment of the company's and the Groups' financial situation, provided that the Board of Directors considers that it will not have an negative effect on the company.
Stockholm, April 2017
KARESSA PHARMA HOLDING AB (publ)
The Board of Directors
This information is such information that Karessa Pharma Holding AB (publ) is obliged to disclose public according to the European Union's Market Abuse Regulation. The information was provided by the contact person above for publication on 26 April 2017, 09.00 CET.
FOR MORE INFORMATION, PLEASE CONTACT:
Michael Brobjer, CEO, Karessa Pharma Holding AB (publ)
Tel: +46 8-768 22 33
Email: michael.brobjer@karessa.se
About Karessa Pharma Holding AB
Karessa develops new pharmaceuticals based on a patented drug delivery technology and proven pharmaceutical substances in order to offer men with impotence problems a fast and more reliable effect. Karessa is listed on Nasdaq First North and has Remium as Certified Advisor. For more information, please visit karessa.se
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