LUND, SWEDEN--(Marketwired - April 11, 2013) - 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
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
focus on autoimmune/inflammatory diseases and cancer. Projects in pivotal
are laquinimod, an orally administered small molecule with
immunomodulatory properties for the treatment of multiple sclerosis,
for prostate cancer and ANYARA primarily for the treatment of renal cell
In addition, laquinimod is in Phase II development for Crohn's and
company also has one additional project in clinical development, the
administered compound 57-57 for Systemic Sclerosis. Please
www.activebiotech.com for more information.
Active Biotech is required under the Financial Instruments Trading Act to
the information in this press release public. The information was submitted
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
General Meeting of shareholders to be held on Wednesday, May 15, 2013, at
at Edison Park, Emdalavägen 16 in Lund, Sweden.
ENTITLEMENT TO PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be recorded
register of shareholders maintained by Euroclear Sweden AB on
8, 2013, and (ii) notify the Company of their intention to participate
Meeting not later than Wednesday, May 8, 2013.
Shareholders who have trustee-registered their shares must
register the shares in their own name to be entitled to participate
Meeting. Such registration must be completed on Wednesday, May 8,
Accordingly, shareholders must inform the trustee of this request in ample
prior to this date.
There are a total of 74,923,582 shares and votes in Active Biotech. The
holds no treasury shares.
NOTICE OF PARTICIPATION
Notice of participation in the Meeting can be made in writing to Active
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
firstname.lastname@example.org. The notice shall include
personal/corporate identity number, number of shares held, daytime
number and, if applicable, the number of advisors (not more than two) that
accompany the shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed
attorney for the proxy. If the power of attorney is issued on behalf of a
entity, a certified copy of a registration certificate or corresponding
shall be appended. The original power of attorney and, where
certificate should be submitted to the Company at the address indicated
well in advance of the Meeting. Proxy forms are provided at the
website, www.activebiotech.com, and sent to shareholders that so request.
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
Disposition of the Company's profits or losses (item 10)
The Board proposes that no dividend be paid and that the Company's
loss be carried forward.
Board of Directors, etc. (items 2, 12, 13 and 14)
The Election Committee, comprising Mats Arnhög (Chairman of the
Sommarlund (MGA Holding), Tomas Billing (Nordstjernan) and Martin
(representing own holdings and Hajskäret Invest), proposes the
Chairman of the Meeting: Attorney at law Peter Oscarsson.
Number of members and deputy members of the Board of Directors: six members
Fees payable to the Board of Directors: unchanged at SEK 250,000 to the
of the Board and SEK 125,000 to each of the other Board members who
employees of the Company. The fee payable to a member of the Board of
may, if agreed with Active Biotech, be invoiced through a company,
invoiced fee shall be adjusted in order to obtain cost neutrality for
Board of Directors: re-election of Mats Arnhög, Magnhild
Peter Sjöstrand, Peter Hofvenstam and Peter Thelin and new
election of Rolf
Kiessling. The Board members Mef Nilbert and Klas Kärre have
election due to that Mef Nilbert during the year has been appointed
Regionalt Cancercentrum, Region Skåne and that Klas Kärre has
Chairman of the Swedish Cancer Society Research board. These appointments
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
scope of the tender.
Auditors: re-election of KPMG AB.
Rolf Kiessling, born 1948, is a professor of experimental oncology
department for oncology-pathology at Karolinska Institutet in Stockholm.
Kiessling took his medical degree from Karolinska Institutet in
completed his doctoral thesis in 1976. He was appointed Professor in
combination with an employment as chief physician at Radiumhemmet in
Rolf Kiessling has received the Anders Jahre medical award for
researchers from the University of Oslo in 1985 and the Erik
from Lund University in 1989 for the discovery of the NK-cell. He has
main supervisor of some twenty doctoral candidates and now leads a
group at Cancercentrum Karolinska focusing on immune therapy of cancer.
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
Board the task of convening an Election Committee, based on the
structure at the end of September 2013, comprising the Chairman of the
one representative of each of the three largest shareholders in the
Election Committee shall remain in place until the following Election
has been appointed. If a member of the Election Committee no longer
one of the three largest shareholders in the Company, the Election
entitled to dismiss the member. In the event that a member of the
Committee resigns or is dismissed, the Election Committee may appoint
representative of the major shareholders to replace such a member. The
Committee shall perform its duties in accordance with the
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
total remuneration on market terms, facilitating the recruitment and
of competent senior executives. Remuneration of senior executives may
fixed salary, any variable salary, pensions and other benefits. The fixed
shall take into consideration the individual's area of
experience. The variable salary shall, where applicable, depend on
individual's fulfillment of quantitative and qualitative goals. Pension
shall comprise defined-contribution schemes. For senior executives
the ITP plan, pension premiums shall correspond to the stipulations in
plan. For other senior executives, pension premiums shall not exceed 25
of the fixed salary. The guidelines correspond in all material respects
principles applied to date.
Share issue authorization (item 17)
The Board proposes that the Meeting resolve to grant authorization to the
for a period that does not extend past the date of the next Annual
Meeting, on one or several occasions, with or without pre-emptive rights
shareholders, to resolve on the issue of new shares and/or
should also be possible to make such an issue resolution stipulating
payment, the right to offset debt or other conditions. The authorization
be utilized to a greater extent than would enable a total of not more than
million shares to be issued and/or arise through the conversion of
issued with the support of the authorization. The purpose of the
is to enable the financing, commercialization and development of the
projects and to provide flexibility in commercial negotiations
The Annual Report and other supporting resolution documentation
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
to the Meeting. The documents will be sent to shareholders who request a
and specify their postal address. Shareholders are reminded of their
request information under Chapter 7, Section 32 of the Swedish Companies
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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Source: Active Biotech via Thomson Reuters ONE