HUDDINGE, Sweden, April 6, 2020 /PRNewswire/ -- The shareholders of
Medivir AB are hereby summoned to the annual general meeting on
Tuesday 5 May 2020 at 2 p.m. at Tändstickspalatset, Västra
Trädgårdsgatan 15, Stockholm.
Participation
Shareholders who wish to participate in the meeting must (a) be
recorded in the share register maintained by Euroclear Sweden AB on
Tuesday 28 April 2020, and (b),
notify the company of their intention to participate in the meeting
not later than on Tuesday 28 April 2020 in writing to Medivir
AB, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, Sweden. Such notification can also
be made by telephone +46 (0)8-402 92 37 or via the company's
website at www.medivir.se. The notification shall set forth the
name, address, telephone number (daytime), personal/corporate
identity number, the number of shares held and, when applicable,
information about representatives and assistants.
As per the day of this notice there are 24,287,818 series B
shares corresponding to an equal number of votes in the company.
The company holds 11,413 treasury series B shares.
Shareholders represented by proxy shall issue a written and
dated power of attorney for the proxy or, should the right to vote
for the shares be divided among different representatives, the
representatives, together with information on the number of shares
each representative is entitled to vote for. If the power of
attorney is issued on behalf of a legal entity, a certified copy of
a registration certificate for the legal entity (or corresponding
document), evidencing the authority to issue the power of attorney,
shall be appended. The original of the power of attorney and, when
applicable, the registration certificate should be sent to the
company at the address indicated above, well before the meeting. A
proxy form is available at the company's website, www.medivir.se,
and is sent to shareholders who so request.
Shareholders whose shares are registered in the name of a
nominee through a bank or a securities institution must re-register
their shares in their own names to be entitled to participate in
the meeting. Such registration, which may be temporary, must be
duly effected in the share register maintained by Euroclear Sweden
AB on Tuesday 28 April 2020, and the
shareholders must therefore advise their nominees well in advance
of this date.
The shareholders are reminded of their right to request
information in accordance with Chapter 7, Section 32 of the Swedish
Companies Act (Sw. aktiebolagslagen).
Information relating to the Corona virus
As a result of the Corona virus, Medivir has, to the extent
possible, taken certain precautionary measures to limit the
physical presence at the meeting. Therefore, Medivir encourages
shareholders to carefully consider the possibility of participating
in the meeting by way of proxy. Euroclear Sweden AB has informed
that Euroclear Sweden, at no cost, offers a possibility for
shareholders, who wishes to be represented by proxy, to appoint a
proxy designated by Euroclear Sweden, to vote for the shares in
accordance with the shareholder's instructions. Further information
is available at www.euroclearproxy.se. Any questions to be raised
by shareholders at the meeting can be sent to the company by e-mail
to enter@medivir.com in advance of the meeting.
The board of Medivir has decided on the following measures to
reduce the risks:
- Registration will take place starting at 1.45 p.m.
- No food or refreshments will be served.
- No external guests will be invited.
- The reports will be shortened in order to limit the length of
the meeting.
Kindly review the information and recommendations issued by the
Swedish Public Health Authority. Medivir is closely following
developments and authorities' recommendations and will, if needed,
update the information on the annual general meeting on the
company's website, www.medivir.se.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting (see below).
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to approve the minutes of the
meeting.
- Determination of whether the meeting has been duly
convened.
- Reports from the managing director and the chairman of the
board.
- Presentation of the annual report and the auditor's report as
well as the consolidated annual accounts and the auditor's report
for the group.
- Resolution on approval of the profit and loss account and
balance sheet as well as the consolidated profit and loss account
and consolidated balance sheet.
- Resolution on approval of allocations of the company's profits
or losses according to the adopted balance sheet (see below).
- Resolution on discharge from liability of the members of the
board of directors and the managing director.
- Determination of the number of directors, deputy directors,
auditors and deputy auditors (see below).
- Determination of fees to be paid to the directors and the
auditor (see below).
- Election of the directors, chairman of the board and auditor
(see below).
- The nomination committee's proposal concerning nomination
committee (see below).
- The board's proposal on guidelines for remuneration to the
executive management (see below).
- The board's proposal regarding amendments to the articles of
association (see below).
- The board's proposal regarding authorization for the board to
resolve on new share issues (see below).
- The board's proposal for resolution on the issue of warrants of
series 2020:1 (see below).
Allocation of the company's balance (item 10)
The board of directors proposes that the company's results shall
be carried forward.
Board of directors etc (items 2 and 12-14)
The nomination committee, comprising Jan Särlvik (Nordea Fonder, chairman), Karl Tobieson (Linc
AB),
Bo Öberg (founder and shareholder) and the chairman of the board
of directors, Helena Levander,
proposes the following:
- Chairman of the board of directors, Helena Levander, to be appointed chairman of the
meeting (item 2).
- The board of directors shall consist of six members with no
deputies. The company shall have one auditor without deputy
auditors (item 12).
- The remuneration to the board of directors shall be paid in a
total amount of not more than SEK
1,850,000 annually allocated as follows. The chairman shall
receive SEK 650,000 and other board members not employed by
the company shall receive SEK 240,000
each. No remuneration for work performed in relation to committees
shall be paid (item 13).
- Remuneration to the auditor shall be paid in accordance with
approved invoices within the auditor's quotation (item 13).
- Re-election of members of the board Uli Hacksell, Lennart Hansson, Bengt
Julander, Helena Levander, An van Es Johansson and
Bengt Westermark (item 14).
- Re-election of Helena Levander
as chairman of the board (item 14).
- Re-election of the auditing company Öhrlings
PricewaterhouseCoopers AB. The proposition is in accordance with
the audit committee's recommendation (item 14).
Further information on the proposed members of the board is
available at www.medivir.se.
Nomination committee (item 15)
The nomination committee proposes that the meeting shall resolve
to appoint a nomination committee for the annual general meeting
2021 mainly in accordance with the same procedure as the preceding
year.
The chairman of the board shall contact the three largest
shareholders in respect of voting power by the end of the third
quarter. These three shareholders are offered to appoint one
representative each for the nomination committee. In addition, the
chairman of the board shall be a member of the nomination
committee. If a shareholder chooses not to exercise the right to
appoint a representative, the right shall pass on to the
shareholder that, after these three shareholders, has the largest
shareholding. The nomination committee is to elect a chairman among
its members to lead the work of the committee.
If any of the shareholders who has appointed a member of the
nomination committee sells a not insignificant part of its
shareholding during the nomination committees' term or for any
other reason ceases to be a larger shareholder with right to
appoint a member of the nomination committee, the member appointed
by such shareholder should resign from the nomination committee.
This member shall then be replaced by a member appointed by the
shareholder who, based on voting power following the sale, instead
is one of the three largest shareholders in the company. If such
shareholder does not utilize its right to appoint a member of the
nomination committee, the above described procedure shall be
applied.
In the event a member no longer represents the shareholder who
appointed him or her, or otherwise resigns from the nomination
committee prior to the completion of the nomination committee's
work, the shareholder shall be given the opportunity to appoint a
new member of the nomination committee.
The nomination committee shall pursue the tasks that, according
to the Swedish Corporate Governance Code, are the responsibility of
the nomination committee.
Guidelines for remuneration to the executive management (item
16)
The board proposes that the meeting resolves on the following
remuneration guidelines for the executive management in Medivir.
The guidelines are forward-looking, i.e. they are applicable to
remuneration agreed, and amendments to remuneration already agreed,
after adoption of the guidelines by the annual general meeting
2020. These guidelines do not apply to any remuneration decided or
approved by the general meeting. These guidelines essentially
correspond to the guidelines that were adopted by the annual
general meeting 2019 but are described in further detail due to new
legal requirements.
The guidelines' promotion of Medivir's business strategy,
long-term interests and sustainability
Medivir creates shareholder value through the development of
innovative pharmaceuticals for the treatment of cancer of high
unmet medical need, either on its own or in partnership. For more
information regarding Medivir's business strategy, please see
www.medivir.se.
A prerequisite for the successful implementation of the business
strategy and safeguarding of Medivir's long-term interests,
including its sustainability, is that Medivir is able to recruit
and retain qualified personnel who are working to achieve the
maximum amount of shareholder- and customer value. To this end, it
is necessary that Medivir offers competitive remuneration. These
guidelines enable Medivir to offer the executive management a
competitive total remuneration.
Types of remuneration, etc.
The remuneration to the executive management shall be on market
terms and may consist of the following components: fixed cash
salary, variable cash remuneration, pension benefits and other
benefits. Additionally, the general meeting may - irrespective of
these guidelines - resolve on, among other things, share-related or
share price-related remuneration. The total remuneration to the
executive shall comprise a balanced mix of the above-mentioned
components and conditions upon notice. The board of directors shall
annually evaluate whether share-related or share price-related
long-term incentive programs shall be proposed to the general
meeting.
The fixed cash salary shall be individual and relate to the
relevant person's responsibilities and experience.
The variable cash remuneration may amount to not more than 50
per cent of the total fixed annual cash salary.
For the executive management, pension benefits shall be premium
defined unless the individual concerned is subject to defined
benefit pension under mandatory collective agreement provisions.
Variable cash remuneration shall qualify for pension benefits. The
pension premiums for premium defined pension shall amount to not
more than 25 per cent of the fixed annual cash salary.
Notwithstanding the above, the board of directors is entitled to
offer other solutions than the above-mentioned ones, that are
equivalent for the company in terms of costs.
Other benefits may include, for example, company car and health
services. Such benefits shall be of limited value in relation to
other compensation and shall correspond to customary market terms
in each geographic market. Other benefits may amount to not more
than 15 per cent of the fixed annual cash salary.
Termination of employment
A notice period may not exceed six months. Fixed cash salary
shall be disbursed during the period of notice. From a starting
point, no severance pay, or the equivalent, shall be disbursed.
Criteria for awarding variable cash remuneration,
etc.
Variable cash remuneration shall be linked to predetermined and
measurable criteria, which can be financial or non-financial,
designed to contribute to the company's long-term value creation.
The criteria shall relate to the development of the company's
projects and the partnerships the company enters into for
acceleration of the clinical development and future
commercialization, as well as the remuneration (such as upfront
fees when the agreement is entered into, milestone payments,
remuneration paid during the term of the agreement for a set number
of full-time equivalent research positions (FTEs), or royalties)
resulting from this development. Furthermore, the criteria shall be
designed so as to contribute to Medivir's business strategy and
long-term interests, including its sustainability.
The satisfaction of criteria for awarding variable cash
remuneration shall be measured over a period of one year. To which
extent the criteria for awarding variable cash remuneration has
been satisfied shall be determined when the measurement period has
ended. The board of directors is responsible for the evaluation
concerning the variable remuneration to the executive management.
For financial objectives, the evaluation shall be based on the
latest financial information made public by the company.
Salary and employment conditions for employees
In the preparation of the board of directors' proposal for these
remuneration guidelines, salary and employment conditions for
employees of the company have been taken into account by including
information on the employees' total income, the components of the
remuneration and increase and growth rate over time, in the board
of directors' basis of decision when evaluating whether the
guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and
implement the guidelines
The board of directors has not established a remuneration
committee. Instead, the board of directors fulfill the tasks
incumbent upon such a committee. The committee's tasks include
preparing the board of directors' decision to propose guidelines
for executive management remuneration. The board of directors shall
prepare a proposal for new guidelines at least every fourth year
and submit it to the general meeting. The guidelines shall be in
force until new guidelines are adopted by the general meeting. A
remuneration committee shall also monitor and evaluate programs for
variable remuneration for the executive management, the application
of the guidelines for executive remuneration as well as the current
remuneration structures and compensation levels in the group. The
managing director and other members of the executive management do
not participate in the board of directors' processing of and
resolutions regarding remuneration-related matters in so far as
they are affected by such matters.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from
the guidelines, in whole or in part, if in a specific case there is
special cause for the derogation and a derogation is necessary to
serve Medivir's long-term interests, including its sustainability,
or to ensure Medivir's financial viability.
Further information
Further information on the executive remuneration is available
in Medivir's annual report.
Amendments of the articles of association (item 17)
The board of directors proposes that the annual general meeting,
as a result of statutory amendments, resolves to amend the articles
of association as follows.
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Current
wording
|
Proposed
wording
|
|
§ 5
The company's shares shall be registered in a securities register
in accordance with the Swedish Financial Instruments (Accounts) Act
(SFS 1998:1479).
|
§ 5
The company's shares shall be registered in a securities register
in accordance with the Swedish Central Securities Depositories and
Financial Instruments (Accounts) Act (SFS 1998:1479).
|
|
§ 10
A shareholder that wishes to participate in a general meeting must
be recorded in a printout or other transcript of the share ledger
as of five weekdays before the meeting, and notify the company of
his or her intention to attend the meeting no later than at 4 p.m.
on the date stated in the notice of the meeting. Such a date may
not be a Sunday, other public holiday, Saturday, Midsummer Eve,
Christmas Eve or New Year's Eve and may not occur earlier than the
fifth weekday prior to the meeting.A shareholder or a proxy may be
accompanied by not more than two advisors at a general meeting only
where he or she has given the company notice of the number of
advisors in the manner stated in the section
above.
|
§ 10
A shareholder that wishes to participate in a general meeting must
be recorded in a printout or other transcript of the share ledger
as of five weekdays before the meeting, and notify the company of
his or her intention to attend the meeting no later than at 4 p.m.
on the date stated in the notice of the meeting. Such a date may
not be a Sunday, other public holiday, Saturday, Midsummer Eve,
Christmas Eve or New Year's Eve and may not occur earlier than the
fifth weekday prior to the meeting.A shareholder or a proxy may be
accompanied by not more than two advisors at a general meeting only
where he or she has given the company notice of the number of
advisors in the manner stated in the section
above.
|
Share issue authorization (item 18)
The board proposes that the annual general meeting resolves to
authorize to the board, up and until the next annual general
meeting, on one or several occasions and with or without
pre-emptive rights for shareholders, to resolve on the issue of new
shares of series B, comprising a total of not more than 20 per cent
of the total number of outstanding shares in the company after the
utilization of the authorization. It shall also be possible to make
such an issue resolution stipulating in-kind payment, the right to
offset debt or other conditions referred to in Chapter 13 Section 5
first paragraph item 6 in the Swedish Companies Act.
The purpose of the authorization is to provide flexibility to
the board in its work to ensure that the company can appropriately
raise capital for the financing of the business. Issuances of new
shares under the authorization shall be made on market terms.
The board's proposal for resolution on the issue of warrants
of series 2020:1 (item 19)
The board proposes that the meeting resolves to issue warrants
and to approve of transfer of the warrants in accordance with the
following.
Issue of warrants
The board proposes that the general meeting resolves to carry
out a directed issue of not more than 600,000 warrants, entailing
an increase in the share capital of not more than approximately
SEK 4,656,511.64 at full
subscription. The resolution shall otherwise be governed by the
following terms and conditions.
The right to subscribe for the warrants shall, with deviation
from the shareholders' pre-emptive rights, be vested in the
company's wholly owned subsidiary Medivir Personal AB, 556598-2823
(the "Subsidiary"), with the right and obligation for the
Subsidiary to transfer the warrants to employees pursuant to the
below. Over-subscription is not possible.
The reasons for the deviation from the shareholders' pre-emptive
rights are to stimulate shareholding in the company by virtue of an
incentive program through which employees can take part of and
contribute to a positive value increase of the company's share
during the period of the proposed program, and that the company
shall be able to retain and recruit competent and dedicated
staff.
The warrants shall be issued at no consideration. Subscription
must be completed no later than three weeks after the resolution on
issue of warrants. The board shall be entitled to extend the
subscription period.
Each warrant entitles a right to subscribe for one share of
series B in the company. The warrants may be exercised to subscribe
for new series B shares during the period from and including
1 December 2023 up to and including
15 December 2023. The new shares
which may be issued due to subscription are not subject to any
restrictive provisions.
The subscription price (strike price) shall correspond to 200
per cent of the volume weighted average price of the series B share
according the official share list of Nasdaq Stockholm during the
period from and including 6 May 2020
up to and including 19 May 2020.
Shares which are newly issued following subscription by virtue
of the warrants shall carry an entitlement to participate in
dividends for the first time on the next record date for dividends
which occurs after subscription for shares by virtue of the
utilization of the warrants is effected.
The company may, by means of a board resolution and with the
consent from the board of directors in the Subsidiary, cancel the
Subsidiary's warrants that are not transferred in accordance with
the below or that have been re-purchased from participants.
Cancellation shall be registered with the Swedish Companies
Registration Office.
The board of directors, or a person appointed by the board of
directors, is authorized to make such minor adjustments to the
resolution which may prove necessary in order to register the
resolution with the Swedish Companies Registration Office.
Approval of transfer of warrants
The board proposes that the general meeting approves of the
Subsidiary's transfer of warrants on the following
conditions.
The right to subscribe for share warrants from the Subsidiary
shall vest in the following categories of employees:
|
Category
|
Maximum number of
warrants per person
|
Maximum number of
warrants per category
|
|
A. Managing director
(not more than 1 person)
|
300,000
|
300,000
|
|
B. Other members of
the executive management (not more than 4 persons)
|
50,000
|
200,000
|
|
C. Other employees
(not more than 5 persons)
|
20,000
|
100,000
|
The right to purchase warrants from the Subsidiary shall only
vest in employees who, at the end of the application period, have
not terminated their employment, have not had their employment
terminated or otherwise have given notice, or been notified, of
employment termination.
Warrants may also be offered to future employees. For such
acquisitions, the conditions shall be the same or equivalent to
what is stated in this resolution. This means, inter alia, that
acquisitions shall be made to the market value at the time of the
acquisition.
Transfer of warrants to participants is conditional upon it
being legally possible to purchase the warrants, and that such
transfers can be done using reasonable administrative and financial
resources according to the assessment of the board.
Application and allotment
Application for acquisition of warrants shall be made during the
period from and including 15 May 2020
up until and including 22 May 2020.
The board of the company shall however be entitled to extend the
application period for acquisitions and to set a corresponding
application period for new employees whose acquisitions are made
after the expiration of the initial application period.
Should warrants of a certain category remain with the Subsidiary
after all applications within the category have been satisfied, the
remaining warrants shall be available for allotment to participants
in that same or another category whereby the board shall determine
the distribution based on participant category, employment category
and the number of warrants applied for. However, such distribution
must not result in the maximum amount of warrants per person in a
certain category being exceeded by more than 50 per cent.
The board of the company shall determine the final
allotment.
Price and payment etc.
The warrants shall be transferred on market terms at a price
(premium) established on the basis of a market value of the
warrants calculated by an independent valuation institute using the
Black & Scholes valuation model. A new market value shall be
established in an equivalent way for acquisitions made by new
employees after the expiration of the initial application period.
The value has preliminary been calculated to be SEK 1.30 per warrant based on a share price of
SEK 13.14.
Payment for the allocated warrants shall be made in cash no
later than five days following the application for acquisition. The
board shall establish a corresponding date of payment for
acquisitions made by new employees.
Medivir will partly subsidize the participant's acquisition of
warrants. The subsidy shall be paid in connection with the
allocation of warrants to the participants. The total subsidy,
prior to any payroll tax and including social security
contributions on the subsidy, shall correspond to half of the
participants' investment. The total cost for the subsidy, based on
the above preliminary value of the warrants, is estimated at
SEK 1,191,949 including social
security contributions, for the entire term of the warrant
programme of three years. Accrued payroll taxes due to the bonus
shall be paid by each participant.
In order to be eligible for the subsidy, the participant must,
at the time of the payment of the bonus, not have terminated its
employment, not have been dismissed from its employment, or in any
other way, given notice or been notified of employment termination.
The participant must also remain employed in the company for three
years, the subsidy will otherwise be prorated, and must not have
transferred its warrants.
Further information on the warrant program
Dilution
Upon full exercise of all warrants, 600,000 new shares can be
issued, which corresponds to a dilution of approximately 2.41 per
cent of the total number of shares and votes in the company,
however, subject to any potential adjustment which may occur under
the terms and conditions for the warrants. Accordingly, the program
offers the employees the possibility to increase their shareholding
in the company to the corresponding figure.
Impact of financial ratio and costs for the company etc.
The company's earnings per share are not affected by the issue
of the warrants as the present value of the warrants' strike price
exceeds the current market value of the share at the date of issue.
Since the warrants are transferred to the participants at market
value it is not expected that the company will incur any personnel
costs. The warrant program may incur certain limited costs in terms
of external consulting fees and costs relating to the
administration of the warrant program.
Preparation of the matter
The principles of the warrant program have been prepared by the
board of the company and are based on the warrant programs adopted
by the annual general meetings 2017 and 2018. The board has
thereafter decided to submit this proposal to the annual general
meeting. Except for the officials who prepared the matter pursuant
to instructions from the board, no employee that may be included in
the program has taken part in the drafting thereof.
Other share related incentive programs etc.
Except from the current proposal to issue warrants and the
warrant programs resolved upon at the annual general meetings 2017
and 2018, the company has no outstanding share related incentive
programs. It is the board's intention that the program shall recur
annually, albeit in varying sizes.
Authorization for the board of directors
The board proposes that the meeting authorizes the board to
execute the resolution in accordance with the above and to ensure
that the Subsidiary's board of directors carries out the transfer
of the warrants in accordance with the above.
Decision rules
In order for a resolution in accordance with this item to be
valid, the resolution must be supported by shareholders
representing at least nine-tenths of the votes cast and the shares
represented at the general meeting.
Documentation
The annual report and other supporting documentation for
resolutions will be available at the company's offices, Medivir AB,
Lunastigen 7, SE-141 22 Huddinge, Sweden, and on www.medivir.se, no later than
three weeks prior to the meeting and will be sent to shareholders
who so request and provide their postal address. This notice is a
translation of a Swedish notice and in case of any deviations
between the both language versions, the Swedish version shall
prevail.
Processing of personal data
For information about the processing of your personal data, see
the integrity policy that is available at Euroclear's website
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Medivir's AB (publ) corporate registration number is 556238-4361
and its registered office is in Huddinge, Sweden.
Huddinge, April 2020
Medivir AB (publ)
The Board of Directors
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/medivir/r/notice-of-annual-general-meeting-of-medivir-ab--publ-,c3082081
The following files are available for download:
|
https://mb.cision.com/Main/652/3082081/1225022.pdf
|
Notice of Annual
General Meeting (PDF)
|
Uli Hacksell
CEO, Medivir AB
phone: +46(0)8-5468-3100
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SOURCE Medivir
