The English text is an unofficial
translation. In case of any discrepancies between the Swedish text
and the English translation, the Swedish text shall
prevail.
The shareholders in Enzymatica AB
(publ), reg. no 556719-9244 (the "Company") are hereby invited to
attend the Annual General Meeting ("AGM") to be held on Wednesday
25 May 2016 at 1.00 p.m. at Elite Hotel Ideon, Scheelevägen 27 in
Lund. Registration for the AGM starts at 12.30 p.m.
Right to participate and
notice
Only shareholders that are recorded in
their own name in the Company's share ledger kept by Euroclear
Sweden AB (The Swedish Central Securities Depository Euroclear
Sweden AB) as of 19 May 2016, and also have given notice on 19 May
2016 to the Company of their intent to participate, preferably no
later than 4.00 p.m., have the right to participate in the
shareholders' meeting. A shareholder may be accompanied by not more
than two advisors, provided that the number of such advisors has
been notified to the Company no later than the aforementioned time.
Proxies need not notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB
(publ), att: AGM, Ideon Science Park, 223 70 Lund or by e-mail to
carl-johan.wachtmeister@enzymatica.com. The notice should specify
the shareholder's name, personal identity or Company registration
number, address, work-hour telephone number and shareholding, and
names of any advisors.
Trustee-registered
shares
In order to be entitled to participate
in the meeting, shareholders whose shares are trustee-registered
must temporarily register their shares in their own names. Such
registration should be requested from the trustee, and must be
executed with Euroclear Sweden AB on 19 May 2016. Shareholders that
wish to execute such registration must, well in advance before the
said date, notify its trustee thereof.
Proxies
If
a shareholder intends to participate by proxy, the proxy must bring
a written and dated proxy signed by the shareholder in original to
the meeting. The proxy may not be older than five years. Proxy
forms can be downloaded from the Company's website,
www.enzymatica.com. If the proxy is issued by a legal entity, the
proxy must also bring current registration certificate (Sw.
registreringsbevis) of the legal entity or similar document of
authorisation for the legal entity.
In order to facilitate registration, proxies and
documents on authorisation should be the Company to hand at the
above-mentioned address well in advance before the meeting, and at
the latest on 20 May 2016.
Proposed agenda
-
Opening of the meeting
-
Election of chairman of the meeting
-
Preparation and approval of the register of
voters
-
Election of one or two persons to confirm the
minutes
-
Determination as to whether the meeting has been
duly convened
-
Approval of the agenda
-
Presentation of the Annual Report and Audit
Report and the Consolidated Annual Report and Consolidated Audit
Report
-
Resolution on
-
adoption of the profit and loss statement and
balance sheet, as well as the consolidated profit and loss
statement and the consolidated balance sheet
-
distribution of the Company's profit or loss
according to the adopted balance sheet
-
discharge from liability of the members of the
board of directors and the CEO
-
Determination of the number of members of the
board of directors
-
Determination of remuneration for the members of
the board of directors and the auditors
-
Election of
-
members of the board of directors and eventual
deputy board of directors
-
chairman of the board of directors
-
auditors and eventual deputy auditors, when
applicable
-
Resolution on principles for the Nomination
Committee
-
Resolution on guidelines for remuneration for
senior executives
-
Resolution regarding authorisation of the board
of directors to issue shares
-
Closing of the meeting
Resolution proposals
Election of chairman of the
meeting (item 2)
The Nomination Committee
proposes that advokat Jonas Frii from Setterwalls Advokatbyrå shall
be elected as chairman of the meeting.
Resolution on distribution of the
Company's loss (item 8 b)
The board of
directors proposes that the unappropriated funds of SEK 21,371,496,
including the year's loss of SEK 40,313,655, are carried forward to
a new account, and thus no dividends shall be paid for the business
year of 2015.
Election of members of the board
of directors and remuneration (items 9-11)
As
resolved on the AGM of 2015 the Nomination Committee shall consist
of the chairman of the board of directors together with a
representative of each of the three largest shareholders by votes
at the end of October 2015. Consequently, the Nomination Committee
consists of Ulf Blom, representing Medzyme Invest Öresund AB,
Jörgen Rexö, representing Humea AB, and Åke Larsson, representing
his own holdings. Following the acquisition of Zymetech, the
Nomination Committee has been supplemented by Guðmundur Palmason,
in accordance with the resolution at the extraordinary
shareholders' meeting of 15 February 2016.
Proposal pursuant to item 9:
The Nomination Committee proposes that the board of directors shall
consist of 7 ordinary members without deputies until the end of the
next AGM. Further, the Nomination Committee proposes that a
registered public auditor is appointed as auditor until the end of
the next AGM.
Proposal pursuant to 10: The
Nomination Committee proposes that remuneration for the board of
directors, excluding remuneration for committee work, shall be paid
with a total of SEK 900,000, of which SEK 180,000 is remuneration
for the chairman of the board of directors and SEK 120,000 to every
other member of the board of directors. In addition, the Nomination
Committee proposes that remuneration for work in the Audit
Committee shall be paid with SEK 50,000 to the chairman of the
Audit Committee and no remuneration shall be paid to other members
of the Audit Committee. Further, it is proposed that no
remuneration shall be paid for work in the Remuneration
Committee.
The Nomination Committee proposes that the
remuneration for the auditor shall be paid in accordance with
customary norms and approved invoice.
Proposal pursuant to item 11:
The Nomination Committee's proposes re-election of Lennart Nilsson,
Marianne Dicander Alexandersson, Hans Pihl, Nils Siegbahn, Monica
Wallter, Guðmundur Pálmason och Sigurgeir Guðlaugsson as ordinary
members. Jonas E Forsberg and Anders Jungbeck have declined
re-election. It is furthermore proposed that Lennart Nilsson is
elected as chairman of the board.
The Nomination Committee proposes that the
registered public auditor Ernst & Young AB is re-appointed as
auditor.
Resolution on principles for the
Nomination Committee (item 12)
The board of
directors proposes that a Nomination Committee shall be appointed
before the coming election and remuneration, and that an
instruction and charter for the Nomination Committee shall be
adopted in accordance with the following substantial terms.
-
The Nomination Committee shall before AGM be
comprised of members representing the four largest shareholders by
votes registered in the share ledger kept by Euroclear Sweden AB as
of 31 October each year, together with the chairman of the board of
directors who also shall convene the Nomination Committee for its
first meeting.
-
The chairman of the Nomination Committee shall
be appointed by the member who represents the largest shareholder
by votes, unless the Nomination Committee unanimously decides
otherwise. If earlier than three months before the AGM, one or more
shareholders who have appointed members of the Nomination Committee
no longer are among the ten largest shareholders by votes, the
members who are appointed by these shareholders shall leave their
positions available and the shareholder, or shareholders, who
becomes one of the three largest shareholders by votes shall have
the right to appoint their representatives. If any of the members
of the Nomination Committee resigns or relinquishes before
completion of the assignment, and the Nomination Committee finds it
desirable to substitute the member, a new member shall be appointed
by the same shareholder or, if the shareholder is now longer among
the three largest shareholders by votes, by the next shareholder in
size.
-
The Nomination Committee's term shall run until
such time as a new Nomination Committee has been elected and
announced. The Nomination Committee shall submit proposals in
reference of the chairman of the shareholders' meeting, board of
directors, chairman of the board of directors, auditor,
remuneration for the board of directors, divided between the
chairman of the board of directors and other members of the board
of directors, as well as remuneration for committee work and
remuneration for the auditor. These principles shall apply until
further notice.
-
No remuneration shall be paid to the members of
the Nomination Committee. Any necessary expenses for the work of
the Nomination Committee shall be paid by the Company.
Resolution on guidelines for
remuneration for senior executives (item 13)
The board of directors proposes that guidelines
regarding determination of remuneration and other benefits for the
CEO and other senior executives in the Company shall be adopted
with the following substantial terms.
-
Senior executives include the individuals that
together with the CEO constitute the Company's executive
management. Enzymatica's principle is that the Company shall offer
remuneration levels and employment conditions needed to enable
recruitment and retention of senior executives with the required
competence and capacity in order to achieve the business objective.
The remuneration shall be decided on market-based terms.
-
The fixed salary for the senior executives shall
be market-based and based on the individual's work duties,
responsibilities, expertise and performance.
-
To the extent a member of the board of directors
performs work for the Company alongside the work as a member of the
board of directors, a market-based consultancy fee should be
payable.
-
Enzymatica offers other customary benefits to
senior executives, such as company car, and occupational health
services, equivalent to what is considered as reasonable in
reference to market practice and the benefit for the
Company.
-
In addition to fixed salary, variable
remuneration may be offered for rewarding target-related
performance. The variable remuneration shall not exceed 30 per cent
of fixed annual salary. Currently, no senior executive is entitled
to variable remuneration.
-
Pension benefits shall be contribution based
occupational pension insurances, which shall be marked-based in
relation to what generally applies for equivalent senior executives
on the market.
-
Notice period and eventual severance payment
shall not exceed salary and other benefits of twelve
months.
-
The board of directors shall be entitled to
deviate from these guidelines in individual cases if there are
special reasons for doing so, for example additional variable
remuneration in case of exceptional performance. If such
deviation occurs, the board of directors shall report the reasons
for the deviation at the closest following AGM.
Resolution regarding
authorisation of the board of directors to issue new shares
(item 14)
The board of
directors proposes that the meeting authorises the board of
directors until the next annual shareholders' meeting to, on one or
more occasions, resolve to increase the Company's share capital by
issue of no more than 17,500,000 new shares, provided that the
board of directors has not exercised the authorisation which
was resolved upon the extraordinary shareholders' meeting of 15
February 2016, at the latest before the time of the AGM.
However, such issues may not cause the share
capital in the Company to exceed the Company's highest allowed
share capital according to the articles of association. The board
of directors may deviate from the shareholders' preferential
rights. The reason for the board of directors' authorisation to
deviate from the shareholders' preferential rights is to enable the
company's possibilities to raise new capital and to take advantage
of future opportunities to attract new long-term owners of
strategic importance to the company, as well as to finance the
Company's growth strategy. The authorization also includes the
right to decide on payment for the issued shares in kind, set-off
or other conditions as referred in Chap. 13 Sec. 5 item 6 of the
Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). At a
deviation from the shareholders' preferential rights, the issue
rate shall be determined in accordance with market conditions.
Particular majority
requirements
For a valid resolution on the
proposal pursuant to item 14, the proposal has to be supported by
shareholders representing at least two-thirds of the votes cast as
well as shares represented at the meeting.
Total number of shares and
votes
The total number of shares and votes in
the Company amounts as per the date of this notice to 45,867,380.
The Company does not hold any own shares.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies
Act (Sw. Aktiebolagslagen (2005:551)).
Meeting documents
The board of directors' complete proposal for a
resolution pursuant to items 9-14 are available for the
shareholders at the Company's website and at the Company at its
above mentioned address at the latest from 4 May 2016 and will free
of charge be sent to the shareholders upon their request to the
Company, provided that such shareholders state their current
address.
Lund in April 2016
The board of directors
For
further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail:
fredrik.lindberg@enzymatica.com
About Enzymatica AB
Enzymatica is a life science company and its business concept is to
offer effective help against some of our most common diseases where
viruses or bacteria play a decisive role. In a short amount of
time, the company has developed ColdZyme® , a unique mount spray
for colds, and launched the product on six markets and established
itself as the top selling product for colds (calculated in SEK) in
Swedish pharmacies. The development work includes medical devices
relating to upper respiratory tract infections and oral health, as
well as veterinary products. The company is headquartered in Lund,
Sweden, and is listed on Nasdaq First North. For more information,
please visit: www.enzymatica.se.
Press Release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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: Enzymatica AB via Globenewswire
HUG#2006860
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