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Annual General Meeting 2017
Notice of Annual General Meeting in Sprint Bioscience AB (publ)
The shareholders of Sprint Bioscience AB (publ) are hereby invited to attend the Annual General Meeting on Wednesday 17 May 2017 at 16.00 at Apotekarsocieteten, Wallingatan 26A, Stockholm.
Right to participate in the General Meeting
Shareholders wishing to attend the general meeting must be entered in the share register maintained by Euroclear Sweden AB on Thursday 11 May 2017 and notify the company no later than Thursday 11 May 2017.
Notification shall be made by letter to Sprint Bioscience AB (publ), Attn: Sara Ellemar, Novum, Hälsovägen 7, 141 57 Huddinge, by telephone to Sara Ellemar on telephone number +46 8 411 44 55, or by e-mail to info@sprintbioscience.com. The notification must include name, personal/corporate identity number, shareholding, address, daytime telephone number and details of any advisors (maximum two) and, where applicable, details of proxies.
Ombudsmen
Shareholders represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent for the legal entity must be attached. The power of attorney and any certificate of registration may not be older than one year, although the power of attorney may be older if it is valid for a longer period of time, up to a maximum of five years. The original power of attorney and any certificate of registration should be sent to the company at the above address or by e-mail to the above e-mail address in good time before the meeting. A proxy form is available on the company's website, www.sprintbioscience.se, and will also be sent to shareholders who so request and who provide their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must temporarily re-register their shares in their own name in order to be entitled to participate in the meeting. Such registration must be completed at Euroclear Sweden AB on Thursday 11 May 2017, which means that the shareholder must inform the nominee well in advance of this date.
Number of shares and votes
As of the date of this notice, there are a total of 7,062,836 shares in the company, which entitle the holder to one (1) vote per share at the meeting. Consequently, there are a total of 7,062,836 shares and 7,062,836 votes in the company.
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 and Section 57 of the Companies Act.
Proposal for the agenda
- Opening of the General Meeting
- Election of the Chairman of the General Meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual accounts and the auditors' report and, where applicable, the consolidated accounts and the consolidated accounts report
- Decision
(a) the adoption of the profit and loss account and balance sheet and, where appropriate, the consolidated profit and loss account and consolidated balance sheet
(b) on the appropriation of the company's profit or loss according to the adopted balance sheet
(c) on the discharge from liability of the members of the Board of Directors and the Managing Director - Determination of the number of members of the Board of Directors and auditors
- Determination of board and audit fees
- Election of the Board of Directors and, where applicable, auditors and any deputy auditors
- Resolution on principles for the appointment of the nomination committee
- Resolution on authorisation for the Board of Directors to decide on new share issues
- Closure of the meeting
Proposal points
Items 1 and 9 to 11 - Election of the Chairman of the General Meeting, determination of the number of members of the Board of Directors and auditors, determination of the remuneration of the Board of Directors and auditors, election of members of the Board of Directors and Chairman of the Board of Directors and election of auditors
The Board proposes the following:
- Mr Dain Hård Nevonen will be elected as Chairman of the Annual General Meeting.
- Four board members (without alternates) shall be appointed.
- A fixed Board fee of SEK 300,000 shall be determined for the period up to and including the end of the 2018 Annual General Meeting, to be distributed as follows: the Chairman shall receive SEK 120,000 and each of the other members elected by the General Meeting who are not employed by the company shall receive SEK 60,000.
- The remuneration of the auditors, for the period until the end of the 2018 Annual General Meeting, shall remain unchanged as per approved invoice.
- Re-election is proposed for the period until the end of the Annual General Meeting to be held in 2018 of the current Board members Rune Nordlander, Karin Meyer and Pär Nordlund. Charlotta Liljebris is proposed for re-election. Jessica Martinsson has declined re-election. Re-election is proposed of Rune Nordlander as Chairman of the Board.
- It is proposed that Öhrlings PricewaterhouseCoopers AB, with Leonard Daun as auditor in charge, be re-elected as the company's auditor for the period until the end of the Annual General Meeting to be held in 2018.
Charlotta Liljebris
Charlotta Liljebris is a senior business developer at Orexo. Charlotta has long and broad experience in the pharmaceutical industry where she has worked with both research and development, clinical development and business development. Prior to joining Orexo, Charlotta was Head of Development at Aprea, where she was responsible for the preclinical and clinical development of the company's main project in oncology. Charlotta has also worked at Pharmacia/Biovitrum as a project manager for pharmaceutical projects and with the in-licensing of pharmaceutical projects.
Item 8 - Proposal for the appropriation of profits
The Board of Directors and the Managing Director propose that the company's result be carried forward and that no dividend be paid.
Item 12 - Resolution on principles for the appointment of the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves as follows:
The Nomination Committee shall consist of the Chairman of the Board of Directors and one representative of each of the three largest shareholders based on the ownership in the company at the end of the third quarter of the financial year. Should any of the three largest shareholders refrain from appointing a representative to the Nomination Committee, the right shall pass to the shareholder who, after these three shareholders, has the largest shareholding in the company. The Board of Directors shall convene the Nomination Committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee unless the nomination committee unanimously appoints another member.
If a shareholder who appointed a member of the Nomination Committee is no longer one of the three largest shareholders, the member appointed by that shareholder shall make his or her seat available and the shareholder who has become one of the three largest shareholders shall be entitled to appoint a representative to the Nomination Committee. However, unless there are special reasons, there shall be no change in the composition of the Nomination Committee if there is only a marginal change in ownership or if the change occurs later than three months before the Annual General Meeting. However, shareholders who have become one of the three largest shareholders as a result of a significant change in ownership later than three months before the meeting shall be entitled to appoint a representative who shall be entitled to take part in the work of the Nomination Committee and attend its meetings. In the event that a member leaves the nomination committee before its work is completed, the shareholder who appointed the member shall appoint a new member. If that shareholder is no longer one of the three largest shareholders, a new member shall be appointed in the order set out above. Shareholders who have appointed a representative as a member of the Nomination Committee have the right to dismiss such member and appoint a new representative as a member of the Nomination Committee.
Changes in the composition of the nomination committee shall be announced immediately. The term of office of the nomination committee shall run until a new nomination committee is appointed. The nomination committee shall fulfil its duties under the Corporate Governance Code
Item 13 - Resolution on authorisation for the Board of Directors to decide on the issue of shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, on one or more occasions and with or without deviation from the shareholders' preferential rights, on the issue of shares until the Annual General Meeting 2018. The Board of Directors shall be authorised to decide that shares shall be issued against cash payment or payment in kind or otherwise on the terms referred to in Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act or that shares shall be subscribed for by way of set-off. The Board's decision to issue shares may result in a total dilution of the number of shares and votes in the company of no more than 10 per cent.
The reason for the right to deviate from the shareholders' preferential rights is to enable the Company to quickly and efficiently finance the acquisition of companies or parts of companies, to be able to quickly secure the capital needs that the Company has for the business and to broaden the ownership of the Company with strategic and institutional investors.
The Board of Directors, or the person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolutions of the General Meeting as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Majority requirement
A valid resolution under item 13 above requires the favourable vote of at least two-thirds of both the votes cast and the shares represented at the general meeting.
The financial statements and the auditor's report will be available at the company's address Sprint Bioscience AB (publ), Novum, Hälsovägen 7, 141 57 Huddinge, Sweden, and at www.sprintbioscience.se no later than three weeks prior to the general meeting and will be sent to shareholders who so request and who inform the company of their postal address.