Bulletin from Moberg Pharma’s annual general meeting 2014
Moberg Pharma AB’s (“Company”) Annual General Meeting took place on Tuesday, May 13th, 2014 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 2013.
The Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend should be paid for the fiscal year 2013.
The Meeting discharged the Board members and the Chief Executive Officer from liability for the fiscal year 2013.
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 Mats Pettersson, Wenche Rolfsen, Torbjörn Koivisto, Geert Cauwenbergh and George Aitken-Davies.
Further, the Meeting appointed Thomas B. Thomsen as Board Director.
Mats Pettersson was re-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 1,000,000 shall be paid, of which SEK 300,000 to the Chairman, SEK 250,000 to the Deputy Chairman and SEK 150,000 per member elected by the Annual General Meeting with the exception of George Aitken-Davies.
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, 2014, 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 2014
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 50,000 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. The employee stock option plan will include the following senior executives in the Company; Anna Ljung, Kjell Rensfeldt, Martin Ingman, Peter Wolpert and Steve Cagle. The three first mentioned are proposed to be allotted 15,000 employee stock options each and the two last mentioned are proposed to be allotted 50,000 employee stock options each. In order to secure the Company’s commitments under the employee stock option plan, the Meeting resolved on a issue of a maximum 236,351 warrants to the Company’s wholly-owned subsidiary Moberg Derma Incentives AB, whereof maximum 39,851 of the warrants are intended to hedge the costs (mainly social security contributions or corresponding taxes) that may arise from the employee stock option plan. 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 2014 are used to subscribe for new shares, the Company’s share capital will increase by SEK 23 635.10 from SEK 1,189,357.20 to SEK 1,212,992.30. This is equivalent to a dilution of approximately 2.0 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 2014 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 13th, 2014.
For further information, please contact:
Peter Wolpert, CEO, Moberg Pharma AB, telephone: +46 707 35 71 35, e-mail: peter.wolpert@mobergpharma.se
Peter Östling, IR, Moberg Pharma AB, telephone: +46 76 301 09 78, e-mail: peter.ostling@mobergpharma.se
About Moberg Pharma AB
Moberg Pharma AB (publ) is a rapidly growing Swedish pharmaceutical company with a direct sales and marketing organization in the US and an extensive distributor network in more than 40 countries. The company’s OTC portfolio includes the brands Kerasal®, Jointflex®, Kerasal Nail™, Domeboro®, Vanquish®, Fergon® and Kaprolac®. Kerasal Nail™ (Nalox™ in certain ex-U.S. markets) is the leading product for the treatment of nail disorders in the U.S and Nordic market. The current portfolio will be supplemented by the acquisition and in-licensing of additional products as well as product development with a focus on innovative drug delivery of proven compounds. Moberg Pharma has offices in Stockholm and New Jersey and the company’s shares (OMX: MOB) are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm. For further information, please visit: www.mobergpharma.com.
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