The Nomination Committee’s proposal to the Annual General Meeting for the abbreviated fiscal year 2019
STOCKHOLM, September 19th, 2019. Moberg Pharma AB (OMX: MOB) announces that the company’s Nomination Committee has decided to present the following proposal to the Annual General Meeting for the abbreviated fiscal year 2019.
Note that special circumstances exist whereby all proposals refer to the prolonged fiscal year July 1, 2019 - December 31, 2020. The next Annual General Meeting will take place during the second quarter of 2021.
The Nomination Committee
The Nomination Committee consists of the Chairman Gillis Cullin representing Östersjöstiftelsen and the members Fredrik Persson representing Zimbrine Holding, Erik Lindbärg and Peter Wolpert, Chairman of the Board of Directors in the Company.
Chairman of the Annual General Meeting
The Nomination Committee proposes that Peter Wolpert is elected as Chairman of the Annual General Meeting of shareholders 2019.
Election of Directors and Chairman of the Board and Auditor, and fees payable to such
The Nomination Committee proposes that the Board of Directors shall consist of four persons and no deputies.
The Nomination Committee proposes no changes to the Board of Directors with re-election of Peter Wolpert as executive Chairman of the Board of Directors and re-election of Mattias Klintemar, Andrew B. Hochman and Fredrik Granström as Board members of the Board of Directors for a period until the next Annual General Meeting.
The Nomination Committee proposes that an aggregate annual fee of SEK 870,000 shall be paid to the Board members, of which SEK 360,000 to the Chairman of the Board of Directors and SEK 170,000 for all other Board members elected by the Annual General Meeting. In order to compensate for the additional work that Peter will perform in the Company in the capacity of executive Chairman of the Board, the Nomination Committee also proposes a fee of SEK 61,000 per month to Peter Wolpert.
The Nomination Committee proposes, in accordance with the Board of Directors’ recommendation, re-election of EY as Company Auditors, with Andreas Troberg as responsible Auditor for a period until the end of the next Annual General Meeting.
The Nomination Committee proposes that fees to the Auditors, for a period until the end of the Annual General Meeting, are to be paid as per approved invoice.
The Nomination Committees proposal for principles establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting assigns a Nomination Committee according to the following principles. The Annual General Meeting assigns the Chairman of the Board of Directors to contact the three largest shareholders in term of votes or owner groups (hereby referred to both directly-registered shareholders and nominee-registered shareholders), according to a transcript of the share register maintained by Euroclear as per September 30, 2020 each appointing a representative to, besides the Chairman of the Board of Directors, constitute the Nomination Committee for the period until a new Nomination Committee is appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups declines to elect a representative, the fourth largest shareholder or owner group will be asked, and so on, until the Nomination Committee consists of four members. The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in term of votes, or any group of shareholders that act in concert in the governance of the Company. Neither the Chief Executive Officer nor other members of the executive management are to be members of the Nomination Committee. Board members may be members of the Nomination Committee but may not constitute a majority thereof. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company. The Nomination Committee appoints Chairman within the Committee. Neither the Chairman of the Board of Directors nor any other member of the Board of Directors may be Chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than six months prior to the next Annual General Meeting. In the event that one of the members of the Nomination Committee resigns before the Committee´s work is completed and if the Nomination Committee is of the opinion that there is a need to replace the member, the Nomination Committee shall appoint a new member according to the principles above, but based on a transcript of the share register maintained by Euroclear, as soon as possible after the member has resigned. A change in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members of the Nomination Committee for their work in the Nomination Committee.
The Nomination Committee shall submit proposals on the following issues for resolution by the next Annual General Meeting:
a) Proposal for Chairman of the Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board of Directors
d) Proposal for fees to the Board of Directors, with distribution between the Chairman and other member of the Board of Directors
e) Proposal for the Company’s Auditors
f) Proposal for fee to the Company’s Auditors
g) Proposal for principles for establishing the Nomination Committee for the following Annual General Meeting.
For additional information contact:
Anna Ljung, CEO, Telephone: +46 707 66 60 30, E-mail: firstname.lastname@example.org
About this information
This information is information that Moberg Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8:30 a.m. CET on September 19th2019.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a Swedish pharmaceutical company focusing on commercializing proprietary innovations based on drug delivery of proven compounds. The company’s main asset MOB-015 is a novel topical treatment for onychomycosis, for which phase 3 data in 800+ patients is expected in late 2019 in North America, and first half of 2020 in Europe. The pipeline also includes the late-stage asset BUPI for pain management in oral mucositis. The clinical data generated for both assets indicate they have the potential to become market leaders in their respective niches. Moberg Pharma is headquartered in Stockholm and the company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX: MOB).