Active Biotech - Notice of Annual General Meeting of Shareholders

Active Biotech - Notice of Annual General Meeting of Shareholders 
LUND, SWEDEN -- (Marketwired) -- 04/11/13 --  The Board of Directors
of Active Biotech AB (publ) has issued a notice to the Annual General
Meeting, which is to take place at 5 p.m. on Wednesday, May 15, 2013,
at Edison Park, Emdalavaegen 16 in Lund, Sweden. 
Please see the attached notification, which is being announced within
short in
Svenska Dagbladet and Post- och Inrikes Tidningar. 
Lund, April 11, 2013 
ACTIVE BIOTECH AB (PUBL) 
THE BOARD OF DIRECTORS 
Active  Biotech AB  (NASDAQ OMX  NORDIC: ACTI)  is a  biotechnology
company with
focus  on autoimmune/inflammatory diseases and cancer.
Projects in pivotal phase
are   laquinimod,   an   orally  
administered   small   molecule   with unique
immunomodulatory
properties for the treatment of multiple sclerosis, tasquinimod
for
prostate cancer and ANYARA primarily for the treatment of renal cell
cancer.
In  addition, laquinimod is in  Phase II development for 
Crohn's and Lupus. The company  also has  one additional  project in 
clinical development,  the orally
administered    compound    57-57
for    Systemic    Sclerosis.   Please visit
www.activebiotech.com
for more information. 
Active Biotech is required under the Financial Instruments Trading
Act to make
the information in this press release public. The
information was submitted for
publication at 08:30 a.m. CET on April
11, 2013. 
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 
The  shareholders of Active Biotech  AB (publ) are hereby  invited to
the Annual
General  Meeting of shareholders to be  held on Wednesday,
May 15, 2013, at 5 pm at Edison Park, Emdalavaegen 16 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 Wednesday, May 8, 2013, and  (ii) notify the  Company
of their  intention to participate in the Meeting not later than
Wednesday, May 8, 2013. 
Shareholders  who  have  trustee-registered  their  shares  must
temporarily re- register  the shares  in their  own name  to be 
entitled to  participate in the Meeting.  Such  registration  must 
be  completed  on  Wednesday,  May 8, 2013.
Accordingly, 
shareholders must inform the trustee of this request in ample
time
prior to this date. 
There  are a total of 74,923,582 shares and votes in Active Biotech.
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 Joensson, P.O.  Box 724,
SE-220 07 Lund, Sweden, by fax +46 (0)46-19 20 50, 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
 
1. Opening of the Meeting
 
2. Election of Chairman of the Meeting
 
3. Preparation and approval of the voting list
 
4. Election of one or two persons to verify the minutes
 
5. Approval of the agenda for the Meeting
 
6. Determination of whether the Meeting has been duly convened
 
    a. Presentation of the Annual Report and the Auditors' Report, and the
       Consolidated Accounts and the Auditors' Report for the Group
 
7. CEO's account of operations
 
    a. Resolution concerning the adoption of the Income Statement and the
       Balance Sheet, and the Consolidated Income Statement and the
       Consolidated Balance Sheet
 
    b. Resolution concerning the disposition of the Company's results
       pursuant to the adopted Balance Sheet
 
8. Resolution on discharge from liability of the members of the Board of
   Directors and the CEO
 
     a. Determination of the number of members and deputy members of the
        Board of Directors and the number of auditors and deputy auditors
 
9. Determination of fees payable to the Board of Directors and auditors
 
10. Election of the Board of Directors, Chairman of the Board and auditors
 
11. Resolution concerning Election Committee
 
12. The Board of Director's proposal regarding guidelines for remuneration
    of senior executives
 
13. The Board of Director's proposal regarding share issue authorization
 
14. Close

 
PROPOSED RESOLUTIONS 
Disposition of the Company's profits or losses (item 10) The  Board
proposes that no dividend be  paid and that the Company's
accumulated
loss be carried forward. 
Board of Directors, etc. (items 2, 12, 13 and 14) 
The  Election Committee, comprising Mats Arnhoeg  (Chairman of the
Board), Johnny Sommarlund  (MGA  Holding),  Tomas  Billing 
(Nordstjernan) and Martin Bjaeringer
(representing own holdings and
Hajskaeret Invest), proposes the following: 
Chairman of the Meeting: Attorney at law Peter Oscarsson. 
Number of members and deputy members of the Board of Directors: six
members with
no deputies. 
Fees payable to the Board of Directors: unchanged at 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 Arnhoeg, Magnhild
Sandberg-Wollheim,
Peter  Sjoestrand, Peter  Hofvenstam and  Peter
Thelin  and new election of Rolf Kiessling.  The  Board  members  Mef
 Nilbert  and  Klas Kaerre have declined re- election  due to  that
Mef  Nilbert during  the year  has been appointed Head of Regionalt 
Cancercentrum, Region  Skane and  that Klas  Kaerre has been
appointed 
Chairman of the Swedish Cancer Society Research board. These
appointments do not allow external Board assignments. 
Chairman of the Board: re-election of Mats Arnhoeg. 
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. 
Rolf  Kiessling,  born  1948, is  a  professor  of  experimental
oncology at the department  for oncology-pathology  at Karolinska 
Institutet in Stockholm. Rolf
Kiessling  took  his  medical  degree 
from  Karolinska  Institutet  in 1974 and completed  his doctoral
thesis  in 1976. He was  appointed Professor in 1994, in combination 
with an employment as chief physician at Radiumhemmet in
Stockholm.
Rolf  Kiessling  has  received  the  Anders  Jahre 
medical  award  for younger
researchers  from the University  of Oslo
in  1985 and the Erik Fehrnstroem award from  Lund University in 1989
for the discovery  of the NK-cell. He has been the main  supervisor
of  some twenty  doctoral candidates  and now  leads a research
group
 at Cancercentrum  Karolinska focusing  on immune  therapy of cancer.
Rolf
Kiessling holds no shares or other financial instruments in
Active Biotech. 
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
2013, comprising the Chairman of the Board and one representative of
each of the three largest shareholders in 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 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
 in all material respects 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 the 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 seven
million  shares to be issued
and/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 available  at the Company's premises at 
Scheelevaegen 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 2013 
The Board of Directors of Active Biotech AB (publ) 
Active Biotech - Notice of Annual General Meeting of Shareholders : 
http://hugin.info/1002/R/1692008/555760.pdf 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: 
(i) the releases contained herein are protected by copyright and    
other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein. 
Source: Active Biotech via Thomson Reuters ONE 
[HUG#1692008] 
Active Biotech AB
(Corp. Reg. No. 556223-9227)
Box 724, SE-220 07 Lund
Tel: +46 46 19 20 00
Fax: +46 46 19 11 00
 
 
Press spacebar to pause and continue. Press esc to stop.