Active Biotech : Active Biotech - Notice of Annual General Meeting of
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, Emdalavägen 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 AB (Corp. Reg. No. 556223-9227)
Box 724, SE-220 07 Lund
Tel: +46 46 19 20 00
Fax: +46 46 19 11 00
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, Emdalavägen 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 Jönsson, 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 email@example.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
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
13.The Board of Director's proposal regarding share issue authorization
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 Arnhög (Chairman of the Board), Johnny
Sommarlund (MGA Holding), Tomas Billing (Nordstjernan) and Martin Bjäringer
(representing own holdings and Hajskäret 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 Arnhög, Magnhild Sandberg-Wollheim,
Peter Sjöstrand, Peter Hofvenstam and Peter Thelin and new election of Rolf
Kiessling. The Board members Mef Nilbert and Klas Kärre have declined
re-election due to that Mef Nilbert during the year has been appointed Head of
Regionalt Cancercentrum, Region Skåne and that Klas Kärre 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 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.
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
Fehrnström 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
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.
The Annual Report and other supporting resolution documentation will be
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 2013
The Board of Directors of Active Biotech AB (publ)
Active Biotech - Notice of Annual General Meeting of Shareholders
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information contained therein.
Source: Active Biotech via Thomson Reuters ONE
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