Bulletin from Moberg Pharma’s AGM 2016
STOCKHOLM, MAY 18th, 2016. Moberg Pharma AB’s (“Company”) Annual General Meeting took place on Wednesday, May 18, 2016 in the Company´s premises in Bromma.
Adoption of the income statements and the balance sheets
The Annual General Meeting (the “Meeting”) approved the income statements and the balance sheets for the fiscal year 2015.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2015.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2015.
Board of Directors
In accordance with the proposal of the Nomination Committee, the Meeting resolved that the Board of Directors shall consist of six persons and no deputies.
The Meeting resolved re-election of the Board Directors Wenche Rolfsen, Torbjörn Koivisto, Geert Cauwenbergh, Thomas B. Thomsen, Thomas Eklund and Mattias Klintemar. Mats Pettersson has decided to resign as Board Director.
Thomas Eklund was elected as Chairman of the Board of Directors.
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that an aggregate fee to Board members of SEK 1,250,000 shall be paid, of which SEK 340,000 to the Chairman and SEK 170,000 for all members elected by the Annual General Meeting. It was also resolved that an additional fee of SEK 60,000 shall be paid to the Chairman of the Compensation Committee.
Fees to the Auditors, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.
Nomination Committee
The Meeting resolved, in accordance with the proposal of the Nomination Committee, that the Company shall have a Nomination Committee consisting of four members. The Nomination Committee shall comprise one representative of each of the three largest shareholders or owner groups in the Company in terms of votes as per September 30, 2016, besides the Chairman of the Board of Directors.
Principles for remuneration
The Meeting resolved to approve the Board of Director’s proposal for principles of remuneration to senior executives in Moberg Pharma.
Employee Stock Option Plan 2016
In accordance with the Board of Directors’ revised proposal, the Meeting resolved to adopt an employee stock option plan for employees in the Company in the Company and in the Company’s wholly-owned subsidiary Moberg Pharma North America LLC. It will be permissible to allot a maximum of 75,000 employee stock options per plan participant. The Board of Directors and the Chief Executive Officer shall decide which persons shall be encompassed by the Employee Stock Option Plan based on position, qualification and individual performance. The maximum allotment may be adjusted proportionally based on each person's time as an employee in the Company and Moberg Pharma North America LLC, respectively. The employee stock option plan will include the following senior executives in the Company; Anna Ljung and Martin Ingman are proposed to be allotted 40,000 employee stock options each, Kjell Rensfeldt is proposed to be allotted 60,000 employee stock options and Peter Wolpert is proposed to be allotted 75,000 employee stock options. In order to secure the Company’s commitments under the employee stock option plan, the Meeting resolved on an issue of a maximum 428,000 warrants to the Company’s wholly-owned subsidiary Moberg Derma Incentives AB. In addition the Meeting resolved to approve that the subsidiary is entitled to transfer warrants or shares in the Company to the participants in the employee stock option plan, or otherwise dispose of the warrants, in order to secure the Company’s commitments and costs in connection with the employee stock option plan. In the event that all warrants issued in respect of Employee Stock Option Plan 2016 are used to subscribe for new shares, the Company’s share capital will increase by SEK 42,800 from SEK 1,421,752.20 to SEK 1,464,552.20. This is equivalent to a dilution of approximately 2.9 per cent of the shares and votes in the Company.
Authorization to issue share
The Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to, within the scope of the articles of association, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next Annual General Meeting, resolve to increase the Company’s share capital by issuing new shares in the Company. The total number of shares issued in accordance with this authorization may be equivalent to a maximum of 20 per cent of the shares in the Company at the time of the 2016 Annual General Meeting.
About this information
Moberg Pharma discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication at 8:00 pm (CET) on May 18th, 2016.
For further information, please contact:
Peter Wolpert, CEO, Telephone: +46 707 35 71 35, E-mail: peter.wolpert@mobergpharma.se
Anna Ljung, CFO, Telephone: +46 707 66 60 30, E-mail: anna.ljung@mobergpharma.se
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a rapidly growing Swedish pharmaceutical company with OTC sales operations in the U.S. and a distributor network in more than 40 countries. The company’s portfolio includes the OTC brands Kerasal®, Kerasal Nail®, Balmex®, Domeboro®. Kerasal Nail®(Emtrix®or Nalox™ in certain markets) is a leading OTC treatment of nail disorders in the U.S., Canada and several EU markets and is currently being launched in Southeast Asia. The company is growing organically as well as through acquisitions. Internal development programs focuses on innovative drug delivery of proven compounds and include two clinical stage assets, MOB-015 (onychomycosis) and BUPI (pain management in oral mucositis). Moberg Pharma has offices in Stockholm and New Jersey and the company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX: MOB).
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