Press Release
26 March 2018
Notice of Annual General Meeting in Immunicum AB (publ)
The shareholders of Immunicum AB (publ) (the “Company”), reg. no 556629-1786, are hereby invited to the Annual General Meeting on Wednesday, 25 April 2018, at 11.00 a.m. at University of Gothenburg School of Business, Economics and Law, room E44, Vasagatan 1, 405 30 Gothenburg. Registration for the meeting will commence at 10.30 a.m.
NOTIFICATION
Shareholders who wish to attend the meeting shall:
(i) be recorded in the share register maintained by Euroclear Sweden AB on the record date of Thursday, 19 April 2018, and
(ii) not later than Thursday, 19 April 2018 have notified their attendance and possible advisors to the Company; either in writing via letter to Immunicum AB (publ), “Annual General Meeting”, Grafiska vägen 2, SE-412 63 Gothenburg, Sweden, or by e-mail to info@immunicum.com.
The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting.
NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Thursday, 19 April 2018, at which time such registration shall have been made.
PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company’s website www.immunicum.com. The original version of the power of attorney shall also be presented at the meeting.
PROPOSED AGENDA
1. Opening of the meeting and election of chairman of the meeting.
2. Preparation and approval of voting list.
3. Presentation and approval of the agenda.
4. Election of one or two persons to check the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual report and the audit report.
7. Resolutions
a. regarding adoption of the income statement and the balance sheet.
b. regarding allocation of the Company’s result according to the adopted balance sheet.
c. regarding discharge from liability against the Company for the members of the board of directors and the managing director.
8. Approval of remuneration to the board of directors and auditor.
9. Election of board of directors and auditors and possible deputy auditors.
10. Resolution regarding principles for the appointment of nomination committee.
11. Resolution regarding guidelines for remuneration to senior executives.
12. Resolution regarding amendment of the articles of association.
13. Resolution regarding authorization for the board of directors to decide on new issue and issue of warrants and/or convertibles.
14. Closing the meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
The nomination committee, comprised of Martin Lindström, chairman of the nomination committee (appointed by Loggen Invest AB), Evert Carlsson (appointed by Swedbank Robur Fonder), Bengt Andersson (appointed by Bengt Andersson) and Mats Dahlgren (appointed by Mats Dahlgren) have proposed the following resolutions in relation to items 1 and 8-10 of the above proposed agenda.
Item 1. Election of a chairman of the meeting
The nomination committee proposes that the lawyer Mats Dahlberg from Advokatfirman Delphi is elected as chairman of the annual general meeting.
Item 8. Approval of remuneration to the board of directors and auditor
The nomination committee proposes that remuneration to the board of directors shall be made with SEK 1,230,000, to be distributed as follows: Board members are entitled to remuneration of SEK 125,000, in addition the chairman of the board of directors is entitled to remuneration of SEK 275,000. Board members who are members of the scientific committee are remunerated with SEK 25,000, in addition the board member who is the chairman of the scientific committee is remunerated with SEK 25,000 SEK. Board members who are members of the audit committee are remunerated with SEK 15,000, in addition the board member who is the chairman of the audit committee is remunerated with SEK 20,000. Board members who are members of the remuneration committee are remunerated with SEK 15,000, in addition the board member who is the chairman of the remuneration committee is remunerated with SEK 20,000. The board of directors shall not be entitled to any other remuneration for potential committee work. In addition to the remuneration for the board of directors’ work, a maximum amount of SEK 100,000 can be paid to the board of directors’ as a whole for work outside the scope of the ordinary work of the board of directors.
The nomination committee proposes that remuneration to the auditors shall be paid according to approved invoice.
Item 9. Election of board of directors and auditors and possible deputy auditors
The nomination proposes that the board of directors shall be composed of a maximum of six (6) ordinary board members without deputies.
For the period until the end of the next annual general meeting, re-election is proposed of the current board members Magnus Nilsson, Magnus Persson, Steven Glazer, Charlotte Edenius and Kerstin Valinder Strinnholm and to elect Michael Oredsson as a new board member. Agneta Edberg and Martin Lindström have requested to not be re-elected. Michael Oredsson is proposed to be elected as chairman of the board of directors. For a presentation of the board members, please refer to the Company’s website www.immunicum.com.
The nomination committee proposes that the registered audit firm KPMG AB, which has informed that Jan Malm is appointed as auditor in charge, until the end of the next annual general meeting is elected as the Company’s auditor. The nomination committee’s proposal is in accordance with the recommendation of the audit committee.
Item 10. Resolution regarding principles for the appointment of nomination committee
The position of the nomination committee
The Company shall have a nomination committee with the sole task of preparing the general meeting’s resolutions regarding election, remuneration and procedures for the following nomination committee.
The nomination committee shall prepare the following proposals to the annual general meeting of 2019:
(I) Proposal regarding chairman at the annual general meeting
(II) Proposal regarding election of board members
(III) Proposal regarding election of chairman of the board of directors
(IV) Proposal regarding remuneration to the board of directors
(V) Proposal regarding election of auditor
(VI) Proposal regarding remuneration to the auditor
(VII) Proposal regarding principles for the nomination procedures before the annual general meeting of 2020
The members of the nomination committee shall, regardless of how they have been appointed, look after the interest of all shareholders.
Election and publication of the members of the nomination committee
The chairman of the board of directors shall during September 2018, based on the ownership information of Euroclear Sweden AB as of 31 August, invite the Company’s four largest shareholders to form a nomination committee together. The invited shareholders shall within 14 days of the invitation inform whether they wish to exercise their right to appoint a member of the nomination committee. If any of the four largest shareholders does not exercise its right to participate in the nomination committee, the shareholder with the largest amount of votes not yet invited to appoint a member of the nomination committee shall be invited to do so and shall inform the chairman of its decision within one week. The members of the nomination committee shall be published on the Company’s website no later than six months prior to the annual general meeting of 2019. If four shareholders have not at this time informed of their intention to participate in the nomination committee, the nomination committee shall be comprised of fewer members. If a shareholder that has appointed a member of the nomination committee is no longer among the four largest shareholders two months prior to the annual general meeting, a member of the nomination committee appointed by such shareholder shall resign and the nomination committee’s chairman shall invite the new shareholder that is among the four largest shareholders to appoint a new member of the nomination committee. A shareholder that has appointed a member of the nomination committee is entitled to dismiss such member and instead appoint a new member of the nomination committee. Changes in the composition of the nomination committee shall be published as soon they have occurred. The nomination committee’s period of mandate lasts until a new nomination committee has been appointed. The nomination committee shall appoint one of its members a chairman of the committee.
Proposals to the nomination committee
Shareholders shall be entitled to propose board members for the consideration of the nomination committee. Information regarding how shareholders can give proposals to the nomination committee shall be published on the Company’s website.
The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed of the work of the board of directors, the need for specific qualifications or competence etc. that may be of significance for the work of the nomination committee.
Proposals from the nomination committee
The nomination committee shall consider that the composition of the board of directors shall be suitable in light of the Company’s business, stage of development etc. The board members shall together demonstrate diversity and breadth in terms of qualifications, experience and background.
The nomination committee shall present its proposals in such time that the Company can present these in the summons to the general meeting at which election shall take place.
In connection with the notice of summons to the annual general meeting, the nomination committee shall give a reasoned opinion regarding its proposal regarding the composition of the board of directors on the Company’s website.
The nomination committee shall see to it that the following information regarding the candidates nominated for election or re-election to the board of directors is presented on the Company’s website no later than the time the notice is made:
– Age and principal education and experience.
– Engagements in the Company and other significant engagements.
– Ownership or ownership by closely related natural or legal persons of shares or share related instruments in the Company.
– If the board member according to the nomination committee is considered as independent of the Company, its management or its major shareholders.
– In the event of re-election, the year the board member was elected to the board of directors.
The nomination committee’s report regarding its work
At least one member of the nomination committee and, if possible, all members of the nomination committee, shall participate at the annual general meeting.
The nomination committee shall issue a report regarding its work and justify its decisions at the annual general meeting or at other general meetings at which election shall take place.
Remuneration and costs
The Company shall not pay remuneration to any member of the nomination committee.
The Company shall bear all reasonable costs related to the work of the nomination committee. If deemed necessary, the nomination committee may engage external consultants to find candidates with relevant experience and the Company shall bear the costs for such consultants. The Company shall also assist with the personnel resources necessary to support the work of the nomination committee.
Confidentiality
The nomination committee is bound by confidentiality agreements. The chairman of the board of directors is responsible to see to it that confidentiality agreements are entered into with the members of the nomination committee.
The chairman of the nomination committee is entitled to make public statements regarding the work of the nomination committee. No other member of the nomination committee is entitled to make statements to media or otherwise make public statements regarding the Company, unless permitted to do so by the chairman of the board of directors.
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Item 7 b). Resolution regarding allocation of the Company’s results according to the adopted balance sheet
The board of directors proposes that no dividends are distributed for the financial year 2017.
Item 11. Resolution regarding guidelines for remuneration to senior executives
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives. The managing director and other members of the Company’s executive management are considered as senior executives. The guidelines shall apply to employment agreements entered into after this resolution as well as to changes to current terms made after this resolution.
The Company shall offer a total compensation at market level that enables the recruitment and retention of qualified senior executives. Compensation to the senior executives shall be comprised of fixed salary, variable salary based on the individual’s achievement of goals, pension and other benefits. If the board of directors considers that new share related incentive schemes (inter alia personnel options) should be introduced, the board of directors shall propose that such are resolved by the general meeting.
Fixed salary
The fixed salary shall take into account the individual’s performance in the position considering the areas of responsibility and experience. Evaluation and reconsideration is normally made annually.
Variable salary
The variable salary shall, if applicable, be based on the individual’s achievement of qualitative and quantitative goals. The variable part of the salary can for the managing director amount to a maximum of 35 percent of the fixed annual salary and for other senior executives to a maximum of 20 percent of the fixed annual salary.
Pensions
Pension benefits shall be premium-based. The pension premiums shall for the managing director be a maximum of 30 percent of the fixed monthly salary and for other senior executives a maximum of 25 percent of the fixed monthly salary.
Severance payments etc.
The notice period for senior executives shall be a maximum of twelve months. Severance payments shall not be made. However, the managing director can be entitled to extraordinary compensation of a maximum of one years’ salary in the event of a change of ownership whereby the Company is wholly acquired or taken over.
Other benefits
The senior executives are entitled to other customary benefits, such as corporate health care.
Preparation and decisions
The managing directors’ compensation shall be prepared and resolved by the board of directors. Other senior executives’ compensations shall be prepared by the managing director who shall propose compensation to the board of directors for approval. The board of directors is entitled to deviate from the aforementioned guidelines if justified due to special circumstances in the individual case.
Item 12. Resolution regarding amendment of the articles of association
The board of directors proposes that the general meeting resolves to add a new § 8 in the articles of association as follows, and that the numbering of the articles of association is amended as an effect thereof.
· § 8 Ort för bolagsstämma
§ 8 Place for shareholders’ meeting
Bolagsstämma ska kunna hållas i Göteborgs kommun eller Stockholms kommun.
Shareholders’ meetings may be held in the municipality of Gothenburg or the municipality of Stockholm.
The board of directors, the managing director or the person appointed by the board of director, shall be entitled to make the minor adjustments of the resolution required in connection with the registration thereof.
For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds of both the votes cast and the shares represented at the general meeting.
Item 13. Resolution regarding authorization for the board of directors to decide on new issue and issue of warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions and with or without deviation from the shareholders’ preferential rights, to issue a maximum of 5,095,853 new shares or warrants or convertible debentures giving a right to subscribe for a maximum of 5,095,853 shares. Payment shall be possible to make in cash. If fully exercised, the authorization corresponds to approximately 10 percent of the current share capital and votes in the company. Deviation from the shareholders’ preferential rights shall be possible to, if needed, strengthen the Company’s financial position, broaden the ownership base and/or to increase the institutional ownership of the Company. New issue of shares and issue of warrants and/or convertible debentures shall, in the event of deviation from the shareholders’ preferential rights, be made at market conditions.
The board of directors, the managing director or the person appointed by the board of director shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.
For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds of both the votes cast and the shares represented at the general meeting.
NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of the issuing of this notice the total number of shares and votes in the Company amounts to 50,958,531. Only one class of shares exists and the Company has no holding of own shares.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the board of directors and the managing director shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda or the financial situation of the Company.
DOCUMENTATION
The annual report, the auditor’s report, the board of directors’ complete proposals for resolutions and other documentation will be made available at the Company’s office at the address Grafiska vägen 2 in Gothenburg not later than three weeks prior to the meeting and will be sent to the shareholders who so request and provide their postal address. The documentation will also be made available on the Company’s website, www.immunicum.com.
The nomination committee’s complete proposals for resolutions and motivated statements regarding its proposal of election of board members and information regarding the proposed board members are made available on the Company’s website.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
*****
Gothenburg in March 2018
The board of directors
For more information, please contact:
Carlos de Sousa, CEO, Immunicum
Telephone: +46 (0) 76 243 6810
E-mail: info@immunicum.com
Michaela Gertz, CFO, Immunicum
Telephone: +46 70 926 17 75
E-mail: ir@immunicum.com
Media Relations
Gretchen Schweitzer and Joanne Tudorica
Trophic Communications
Telephone: +49 172 861 8540
E-mail: ir@immunicum.com
About Immunicum AB (publ)
Immunicum is establishing a unique immuno-oncology approach through the development of allogeneic, off-the-shelf cell-based therapies. Our goal is to improve survival outcomes and quality of life by priming the patient’s own immune system to fight cancer. The company’s lead product ilixadencel, consisting of pro-inflammatory allogeneic dendritic cells, has the potential to become a backbone component of modern cancer combination treatments in a variety of solid tumor indications. Founded and based in Sweden, Immunicum is publicly traded on the Nasdaq Stockholm. www.immunicum.com
Attachment:
http://www.globenewswire.com/NewsRoom/AttachmentNg/0b130e72-24a6-43d5-8bf0-fe7c7b1bb4a7
