The Board of Directors of Active Biotech AB (publ)
has issued a notice to the Annual General Meeting, which is to take
place on Thursday, May 17, 2018, at 5 pm at the company's offices,
Scheelevägen 22 in Lund, Sweden.
Please see the attached notification, which is
being announced within short in Svenska Dagbladet and Post- och
Inrikes Tidningar.
Lund, 18 April 2018
ACTIVE BIOTECH AB (PUBL)
THE BOARD OF DIRECTORS
Active Biotech AB
(publ) (NASDAQ Stockholm: ACTI) is a biotechnology company with
focus on neurodegenerative/inflammatory diseases and cancer.
Laquinimod, an orally administered small molecule with unique
immunomodulatory properties is in development for neurodegenerative
diseases in partnership with Teva Pharmaceutical Industries Ltd.
ANYARA, an immunotherapy, in development for cancer indications in
partnership with NeoTX Therapeutics Ltd. Furthermore, commercial
activities are conducted for the tasquinimod, paquinimod and SILC
projects. Please visit www.activebiotech.com for more
information.
Active Biotech AB
PO Box 724, SE-220 07 Lund
Sweden
Tel: +46 (0)46-19 20 00
NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS
The shareholders of Active
Biotech AB (publ) are invited to the Annual General Meeting of
shareholders to be held on Thursday, May 17, 2018, at 5 p.m. in the
company's offices, Scheelevägen 22 in Lund, Sweden.
ENTITLEMENT TO
PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be
recorded in the register of shareholders maintained by Euroclear
Sweden AB on Friday, May 11, 2018, and (ii) notify the Company of
their intention to participate in the Meeting not later than on
Friday, May 11, 2018.
Shareholders who have trustee-registered their shares must
re-register the shares in their own name to be entitled to
participate in the Meeting. Such registration, which may be
temporary, must be completed on Friday, May 11, 2018. Accordingly,
shareholders must inform the trustee of this request in ample time
prior to this date.
There are a total of 96,824,320 shares and votes
in Active Biotech. In addition, 48,412,160 new shares have been
subscribed for, but not yet registered, in the rights issue that
was recently completed. Accordingly, the number of shares and votes
will amount to 145,236,480 as of the date of the Meeting. The
Company holds no treasury shares.
NOTICE OF
PARTICIPATION
Notice of participation in the Meeting can be made in writing to
Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724,
SE-220 07 Lund, Sweden, by telephone +46 (0)46-19 20 00 or by
e-mail to susanne.jonsson@activebiotech.com. The notice shall
include name, personal/corporate identity number, number of shares
held, daytime telephone number and, if applicable, the number of
advisors (not more than two) that will accompany the shareholder at
the Meeting.
Shareholders represented by proxy shall issue a dated and signed
power of attorney for the proxy. If the power of attorney is issued
on behalf of a legal entity, a certified copy of a registration
certificate or corresponding document shall be appended. The
original power of attorney and, where applicable, the certificate
should be submitted to the Company at the address indicated above
well in advance of the Meeting. Proxy forms are provided at the
Company's website, www.activebiotech.com, and sent to shareholders
that so request.
PROPOSED AGENDA
-
Opening of the Meeting
-
Election of Chairman of the Meeting
-
Preparation and approval of the voting
list
-
Election of one or two persons to verify
the minutes
-
Approval of the agenda for the
Meeting
-
Determination of whether the Meeting has
been duly convened
-
Presentation of the Annual Report and the
Auditors' Report, and the Consolidated Accounts and the Auditors'
Report for the Group
-
CEO's account of operations
-
Resolution concerning the adoption of the Income
Statement and the Balance Sheet, and the Consolidated Income
Statement and the Consolidated Balance Sheet
-
Resolution concerning the disposition of the
Company's results pursuant to the adopted Balance Sheet
-
Resolution on discharge from liability of
the members of the Board of Directors and the CEO
-
Determination of the number of members and
deputy members of the Board of Directors and the number of auditors
and deputy auditors
-
Determination of fees payable to the Board
of Directors and auditors
-
Election of the Board of Directors,
Chairman of the Board and auditor
-
Resolution concerning Election
Committee
-
The Board of Director's proposal regarding
guidelines for remuneration of senior executives
-
The Board of Director's proposal regarding
share issue authorization
-
Closing of the Meeting
PROPOSED RESOLUTIONS
Disposition of the Company's
profits or losses (item 10)
The Board proposes that no dividend is paid and that the Company's
accumulated loss shall be carried forward.
Board of Directors, etc. (items 2
and 12 - 14)
The Election Committee, comprising Mats Arnhög (Chairman of the
Board), Johnny Sommarlund (MGA Holding), Tomas Billing
(Nordstjernan) and Per Colleen (Fourth Swedish National Pension
Fund), proposes the following:
Chairman of the Meeting:
Attorney at law Erik Sjöman.
Number of members and deputy members of the Board
of Directors: four ordinary members with no deputies.
Fees payable to the Board of
Directors: unchanged SEK 250,000 to the Chairman of the Board
and SEK 125,000 to each of the other Board members who are not
employees of the Company. The fee payable to a member of the Board
of Directors may, if agreed with Active Biotech, be invoiced
through a company, whereby the invoiced fee shall be adjusted in
order to obtain cost neutrality for Active Biotech.
Board of Directors: re-election of Mats
Arnhög, Magnhild Sandberg-Wollheim, Peter Sjöstrand and Peter
Thelin.
Chairman of the Board: re-election of Mats
Arnhög.
Number of auditors and deputy auditors: one
auditor with no deputies.
Fees payable to the auditor: in accordance
with approved invoices within the scope of the tender.
Auditors: re-election of KPMG AB.
The proposal regarding auditor is in accordance
with the recommendation by the Board of Directors.
Election Committee (item
15)
The Election Committee proposes that the Meeting assign the
Chairman of the Board the task of convening an Election Committee,
based on the ownership structure at the end of September 2018,
comprising the Chairman of the Board and one representative of each
of the three largest shareholders of the Company. The Election
Committee shall remain in place until the following Election
Committee has been appointed. If a member of the Election Committee
no longer represents one of the three largest shareholders in the
Company, the Election Committee is entitled to dismiss the member.
In the event that a member of the Election Committee resigns or is
dismissed, the Election Committee may appoint another
representative of the major shareholders to replace such a member.
The Election Committee shall perform its duties in accordance with
the stipulations for Election Committees stated in the Swedish Code
of Corporate Governance.
Guidelines for remuneration of
senior executives (item 16)
The Board proposes guidelines principally entailing that the
Company shall offer total remuneration on market terms,
facilitating the recruitment and retention of competent senior
executives. Remuneration of senior executives may comprise fixed
salary, any variable salary, pensions and other benefits. The fixed
salary shall take into consideration the individual's area of
responsibility and experience. The variable salary shall, where
applicable, depend on the individual's fulfillment of quantitative
and qualitative goals. Pension benefits shall comprise
defined-contribution schemes. For senior executives covered by the
ITP plan, pension premiums shall correspond to the stipulations in
the ITP plan. For other senior executives, pension premiums shall
not exceed 25 percent of the fixed salary. The guidelines
correspond to the principles applied to date.
Share issue authorization (item
17)
The Board proposes that the Meeting resolve to grant authorization
to the Board, for a period that does not extend past the date of
the next Annual General Meeting, on one or several occasions, with
or without pre-emptive rights for shareholders, to resolve on the
issue of new shares and/or convertibles. It should also be possible
to make such an issue resolution stipulating in-kind payment, the
right to offset debt or other conditions. The authorization may not
be utilized to a greater extent than would enable a total of not
more than 14 million shares to be issued or arise through the
conversion of convertibles issued with the support of the
authorization. The purpose of the authorization is to enable the
financing, commercialization and development of the Company's
projects and to provide flexibility in commercial negotiations
relating to partnerships.
___________________
DOCUMENTATION, ETC.
The Annual Report and other supporting resolution documentation
will be held available at the Company's premises at Scheelevägen 22
in Lund, Sweden, and on the Company's website,
www.activebiotech.com, not later than three weeks prior to the
Meeting. The documents will be sent to shareholders who request a
copy and specify their postal address. Shareholders are reminded of
their right to request information under Chapter 7, Section 32 of
the Swedish Companies Act.
Lund, April 2018
The Board of Directors of Active Biotech AB
(publ)
Notice of Annual General Meeting of
Shareholders
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Active Biotech via Globenewswire
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