Information about Summons to the Annual General Meeting of Diamyd Medical AB
The following summons to the Annual General Meeting will be available at Diamyd Medical's website www.diamyd.com from Thursday November 8, 2012.
Summons to the Annual General Meeting of Diamyd Medical AB
The shareholders of Diamyd Medical AB (publ) are hereby summoned to the Annual General Meeting on Thursday December 6, 2012 at 3.00 p.m. in Wenströmsalen, IVA Konferenscenter, at Grev Turegatan 16 in Stockholm, Sweden.
Shareholders who wish to attend the meeting must be recorded in the register of shareholders held by Euroclear Sweden AB by Friday November 30, 2012, and must also notify the Company of their intention to attend the Meeting by mail to Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, by e-mail to firstname.lastname@example.org or on the Company's website, www.diamyd.com not later than Friday November 30, 2012. The notification must state the shareholder's name, address, telephone number, personal identity number or company registration number, registered shareholding and the name of any shareholder´s representative. Shareholders whose shares are registered in custodial accounts must ask the custodian to temporarily register the shares in the shareholder's name (registration of entitlement to vote) to obtain the right to participate in the Annual General Meeting. The shares must be registered not later than November 30, 2012.
- Opening of the meeting and election of Chairman.
- Establishment and approval of the register of voters.
- Approval of the agenda.
- Election of one or two persons to certify the minutes.
- Verification of whether the Annual General Meeting has been duly convened.
- A review of the past year, CEO Peter Zerhouni.
- Presentation of the annual accounts and audit report submitted and the consolidated annual accounts and consolidated audit report.
a. On the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b. On disposition of the Company's profits or losses in accordance with the adopted balance sheet.
c. On discharge from liability for Board members and the Chief Executive Officer.
- Establishment of remuneration of the Board of Directors and the auditors.
- Establishment of the number of Board members.
- Election of the Board of Directors, the Chairman of the Board of Directors and any substitute directors.
- Election of auditor.
- Resolution on guidelines for remuneration of senior executives.
- Resolution on the Nomination Committee for the 2013 Annual General Meeting.
- Resolution on the authorization of new share issues.
- Resolution on the authorization of repurchase of shares.
- Other issues that rest with the Annual General Meeting in accordance with the Companies Act (2005:551).
Chairman of the Meeting, item 1
The Nomination Committee proposes that attorney Erik Nerpin be elected Chairman of the meeting.
Disposition of the Company's profits or losses, item 8 b
The Board proposes that no dividend be paid out fiscal year 2011/2012.
Election of Board Members, the auditors and remuneration etc., items 9-12 and 14
The Nomination Committee intends to present its proposal for the election of Board Members etc. no later than two weeks before the Annual General Meeting. The Nomination Committee's proposals will be published in a press release.
Guidelines for remuneration of senior executives, item 13
The Board proposes that the Annual General Meeting approves guidelines for remuneration of the CEO and other senior executives that largely correspond to the guidelines that were approved at the Annual General Meeting on December 7, 2011. These guidelines mainly state that the total compensation package shall be in line with market conditions and consist of a balanced mix of fixed salary, pension benefits, other benefits as well as terms for notice. It should be permissible to deviate from the guidelines if there are special reasons to do so for individual cases.
Authorization of new share issues, item 15
In order to make it possible to acquire companies, businesses or individual commercial assets, as well as to raise capital, the Board of Directors proposes that the shareholders' meeting authorize the Board to approve new share issues for a maximum total of 10 percent of the number of shares on one or more occasions before the next Annual General Meeting, and permit the Board to deviate from the shareholders’ preferential rights when so doing. Payment may be made in cash, through a contribution or by offsetting.
Authorization to repurchase shares, item 16
The Board proposes that the Annual General Meeting authorizes the Board, for the period until the next Annual General Meeting, to repurchase series B shares in Diamyd Medical on NASDAQ OMX Stockholm ("the Exchange"). The maximum number of shares repurchased shall be such that Diamyd Medical shares held in treasury from time to time do not exceed ten percent of all shares in Diamyd Medical. Repurchase of shares must be conducted in accordance with the Stock Exchange's Rule Book for Issuers. The purpose of this authorization is to give the Board a tool to optimize the capital structure of the Company in order to create increased value for the shareholders.
Shareholder’s right to request information
Shareholders are reminded of their right to request information at the Annual General Meeting from the Board of Directors and the Chief Executive Officer in accordance with the Companies Act, chapter 7, § 32. Shareholders who wish to submit a request in advance may do so by mail to the address Diamyd Medical AB, Karlavägen 108, SE-115 26 Stockholm, or by e-mail to email@example.com.
At the time of the summons, there are 29,597,133 shares, made up of 1,437,876 shares of Series A (1 vote) and 28,141,257 shares of Series B (1/10 of a vote). There are a total of 4,252,001.7 votes.
The Annual Report and Audit report, the auditors’ Statement on the application of guidelines for remuneration of senior executives and Corporate Governance Report, as well as other documents and the proxy form, will be available at the Company's offices at the address above, as well as on the Company website www.diamyd.com, from Thursday, November 15, 2012. A copy will be sent to any shareholders who so request.
Stockholm, November 2012
Diamyd Medical AB (publ)
The Board of Directors
For more information, please contact:
Peter Zerhouni, President and CEO Diamyd Medical AB
Phone: +46 8 661 00 26. E-mail: firstname.lastname@example.org
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s development project consists of the protein GAD65 for the treatment and prevention of autoimmune diabetes. A Swedish researcher-initiated Phase II study is ongoing to evaluate whether GAD65 can prevent type 1 diabetes in children who are at high risk of developing the disease.
Diamyd Medical also has holdings in the gene therapy company Periphagen, Holdings Inc. (USA), the vaccine company Protein Sciences Corporation (USA) and the diagnostics company Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker: DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC Markets and the Bank of New York Mellon (PAL). Further information is available on the Company’s website: www.diamyd.com.
This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act, or the requirements stated in the listing agreements.
Diamyd Medical AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone: +46 8 661 00 26, Fax: +46 8 661 63 68
E-mail: email@example.com. Reg. no: 556530-1420