STOCKHOLM - May 24, 2017. At the Annual General Meeting of Karolinska Development AB held May 24, 2017, the following resolutions were passed:
Profit and loss statement and the balance sheet: It was resolved to adopt the profit and loss statement and the balance sheet and the consolidated profit and loss statement and the consolidated balance sheet.
Appropriation of the company’s result: It was resolved to approve the allocation of the result, proposed by the board and the CEO, in total SEK -12 406 768 be allocated as follows: To be carried forward SEK -12 406 768.
Discharge from liability of the directors and the CEO: It was resolved to grant the directors and the CEO discharge from liability for the financial year 2016.
Resolution regarding the number of directors and auditors and deputy auditors to be appointed: It was resolved that the number of directors shall be seven without deputies and that the number of auditors shall be one. No deputy auditor shall be appointed.
Resolution in respect of the fees for the board of directors and for the auditor: It was resolved that the chairman will be paid a fixed amount of SEK 400,000, that all other directors will be paid a fixed amount of SEK 200,000, that the auditor will be paid as per invoice.
Election of chairman of the board of directors, directors and auditors and deputy auditors: It was resolved to re-elect the directors Tse Ping, Niclas Adler, Vlad Artamonov and Hans Wigzell; to elect Hans-Olov Olsson, Anders Härfstrand and Magnus Persson; to elect Niclas Adler as Chairman of the Board of Directors. It was resolved to elect Ernst & Young AB as auditor, currently with Björn Ohlsson as auditor in charge, for the time until the end of the 2018 Annual General Meeting.
Principles for appointing members of the nomination committee: It was resolved, that the Nomination Committee shall have five members of which the five largest owners (voting power, as set forth in the share register kept by Euroclear Sweden AB as of 31 August 2017) shall appoint one member each. The chairman of the Board of Directors shall convene the first meeting. If a shareholder does not exercise its right to appoint a member, the shareholder next in order of voting power, who has not already appointed a member or has a right to appoint a member, shall have the right to appoint a member to the Nominating Committee. The members of the Nomination Committee shall be made public as soon as the members have been appointed, and in no case later than six months prior to Annual General Meeting 2018. The members shall among themselves appoint the chairman of the committee. If a member resigns or is prevented from pursuing his/her assignment, the shareholder that has appointed such member shall appoint a new member. In the event that the shareholding in the Company is materially changed, before the Nomination Committee has completed its assignment, the Nomination Committee may decide to change the composition of the Nomination Committee, as determined by the Nomination Committee (considering the principles applicable for the appointment of the Nomination Committee). Any change in the composition of the Nomination Committee shall be announced as soon as possible. No fees shall be paid to the members of the Nomination Committee. Out of pocket expenses shall be reimbursed by the Company. The mandate of the committee shall be until the members of the succeeding committee have been announced. The Nomination Committee shall carry out the tasks that, according to the Swedish Corporate Governance Code, are the responsibility of the Nomination Committee.
The board of directors’ proposal regarding principles for remuneration to executive management: it was resolved to approve the proposal by the board of directors regarding principles for remuneration to executive management.
The Board of Directors’ proposal regarding authorization for the Board of Directors to resolve on transfer of own shares:
It was resolved to authorize the board of directors to decide, on one or several occasions and until the next Annual General Meeting, to transfer earlier acquired shares of series B amounting to 244,285 to cover charges in the form of social security fees in PSP 2014 and PSP 2015. Transfer of the Company’s shares may be carried out with or without deviation from the shareholders’ preferential rights. Transfers shall be made on Nasdaq Stockholm. Transfers can only be made at a price within the price interval registered at each time for the share.
The board of directors’ proposal regarding authorisation for the board of directors to resolve on new issues of shares: It was resolved to authorize the board of directors for the period up to the next Annual General Meeting to resolve, whether on one or several occasions, with or without deviation from the shareholders’ priority rights, and for payment in cash, by set-off or in kind, to issue new shares of series B up to a number that, at the time of the first resolution under this authorization, corresponds to ten (10) per cent of the total share capital; provided however that any such issue must not result in the Company’s share capital exceeding the Company’s maximum allowed share capital as set out in the articles of association.
The Board of Directors’ proposal regarding approval of issue of warrants to employees in subsidiaries: It was resolved to approve, in accordance with Chapter 16 of the Swedish Companies Act, a new issue of warrants by Umecrine Cognition AB directed to Umectine Cognition personnel.
The Board of Directors’ proposal for an incentive program for the company’s employees by way of a (A) directed issue of warrants and (B) approval of transfer of warrants: It was resolved to approve the proposal by the board of directors regarding a directed issue of warrants and transfer of warrants
The Board of Directors’ proposal regarding resolution on (A) amendment of the company’s articles of association and (B) reduction of the share capital: It was resolved to approve the proposal by the board of directors regarding amendment of the company’s articles of association and reduction of the share capital.
Complete information regarding each resolution of the Annual General Meeting can be found on www.karolinskadevelopment.com.
For further information, please contact:
Jim Van heusden, CEO, Karolinska Development AB
Phone: +46 72 858 32 09 , e-mail: jim.van.heusden@karolinskadevelopment.com
Ulf Richenberg, General Counsel, Karolinska Development AB
Phone: +46 70 29 860 25, e-mail: ulf.richenberg@karolinskadevelopment.com
David Dible/Mark Swallow/Pip Batty, Citigate Dewe Rogerson
Phone: +44 20 7638 9571 ; e-mail: KDev@citigatedr.co.uk
TO THE EDITORS
About Karolinska Development AB
Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic life sciences investment company. The company focuses on identifying breakthrough medical innovations in the Nordic region that are developed by entrepreneurs and leadership teams. The Company invests in the creation and growth of companies that advance these assets into commercial products that are designed to make a difference to patients’ lives while providing an attractive return on investment to shareholders.
Karolinska Development has access to world-class medical innovations at the Karolinska Institutet and other leading universities and research institutes in the Nordic region. The Company aims to build companies around scientists who are leaders in their fields, supported by experienced management teams and advisers, and co-funded by specialist international investors, to provide the greatest chance of success.
Karolinska Development has established a portfolio of nine companies targeting opportunities in innovative treatment for life-threatening or serious debilitating diseases.
The Company is led by an entrepreneurial team of investment professionals with a proven track record as company builders and with access to a strong global network..
For more information, please visit www.karolinskadevelopment.com
The information was submitted for publication, through the agency of Jim Van heusden, at 20.00 CET on May 24, 2017.
