The English text is an unofficial
translation. In case of any discrepancies between the Swedish text
and the English translation, the Swedish text shall
prevail.
Press release
Lund on March 21, 2018
Notice of annual general meeting in Enzymatica AB
(publ)
The shareholders in Enzymatica AB
(publ), reg. no 556719-9244 (the "Company") are hereby invited to
attend the annual general meeting ("AGM") to be held on Thursday
April 26, 2018 at 1.00 p.m. at Elite Hotel Ideon, Scheelevägen 27
in Lund. Registration for the AGM starts at 12.30 p.m.
Right to participate and
notice
Only shareholders that are recorded in their own name in the
Company's share ledger kept by Euroclear Sweden AB (The Swedish
Central Securities Depository Euroclear Sweden AB) as of
April 20, 2018 and also have given notice on April 20, 2018 to
the Company of their intent to participate, preferably no later
than 4.00 p.m., have the right to participate in the shareholders'
meeting. A shareholder may be accompanied by not more than two
advisors, provided that the number of such advisors has been
notified to the Company no later than the aforementioned time.
Proxies need not notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB
(publ), att: AGM, Ideon Science Park, 223 70 Lund or by e-mail to
louise.forssell@enzymatica.com. The notice should specify the
shareholder's name, personal identity or company registration
number, address, work-hour telephone number and shareholding, and
names of any advisors.
Trustee-registered
shares
In order to be entitled to participate in the meeting, shareholders
whose shares are trustee-registered must temporarily register their
shares in their own names. Such registration should be requested
from the trustee, and must be executed with Euroclear Sweden AB on
April 20, 2018. Shareholders that wish to execute such registration
must, well in advance before the said date, notify its trustee
thereof.
Proxies
If a shareholder intends to participate by proxy, the proxy must
bring a written and dated proxy signed by the shareholder in
original to the meeting. The proxy may not be older than five
years. Proxy forms can be downloaded from the Company's website,
www.enzymatica.com. If the proxy is issued by a legal entity, the
proxy must also bring current registration certificate (Sw.
registreringsbevis) of the legal entity or
similar document of authorization for the legal entity.
Proposed agenda
-
Opening of the meeting
-
Election of chairman of the meeting
-
Preparation and approval of the register of
voters
-
Election of one or two persons to confirm the
minutes
-
Determination as to whether the meeting has been
duly convened
-
Approval of the agenda
-
Presentation of the Annual Report and Audit
Report and the Consolidated Annual Report and Consolidated Audit
Report
-
Resolution on
-
adoption of the profit and loss statement and
balance sheet, as well as the consolidated profit and loss
statement and the consolidated balance sheet
-
distribution of the Company's profit or loss
according to the adopted balance sheet
-
discharge from liability of the members of the
board of directors and the CEO
-
Determination of the number of members of the
board of directors and auditors
-
Determination of remuneration for the members of
the board of directors and the auditors
-
Election of
-
members of the board of directors and eventual
deputy board of directors
-
chairman of the board of directors
-
auditors and eventual deputy auditors
-
Resolution regarding guidelines for remuneration
for senior executives
-
Resolution regarding authorization of the board
of directors to issue new shares
-
Closing of the meeting
Resolution proposals
Election of chairman of the
meeting (item 2)
The Nomination Committee proposes that lawyer Madeleine Rydberger,
shall be elected chairman of the meeting.
Resolution on distribution of the
Company's loss (item 8 b)
The board of directors proposes that the unappropriated funds of
SEK 45,195,866, including the year's loss of SEK 94,101,979, are
carried forward to a new account, and thus no dividends shall be
paid for the business year of 2017.
Election of members of the board
of directors and auditor and remuneration (items
9-11)
As resolved on the AGM of 2016 the Nomination Committee shall
consist of the chairman of the board of directors together with a
representative of each of the four largest shareholders by votes at
the end of October 2017. Consequently, the Nomination Committee
consists of the chairman of the board of directors, Bengt Baron,
Håkan Roos, representing Abanico Invest AB, Guðmundur Pálmason,
representing Protenus Holding Ltd, Águstá Guðmundsdóttir
representing Gadice ehf. and Björn Algkvist, representing
Roosgruppen AB.
Proposal pursuant to item 9:
The Nomination Committee proposes that the board of directors shall
consist of six (6) ordinary members without deputies until the end
of the next AGM. Further, the Nomination Committee proposes that a
registered auditing company is appointed as auditor until the end
of the next AGM.
Proposal pursuant to 10: The
Nomination Committee proposes that remuneration for the board of
directors, excluding remuneration for committee work, shall be paid
with a total of SEK 1,100,000, of which SEK 350,000 is remuneration
for the chairman of the board of directors and SEK 150,000 to every
other member of the board of directors. In addition, the Nomination
Committee proposes that remuneration for work in the Audit
Committee shall be paid with SEK 50,000 to the chairman of the
Audit Committee and no remuneration shall be paid to other members
of the Audit Committee. Further, it is proposed that no
remuneration shall be paid for work in the Remuneration Committee.
The Nomination Committee proposes that remuneration to the auditor
shall be paid in accordance with approved invoice.
Proposal pursuant to item 11:
The Nomination Committee proposes re-election of Bengt Baron, Mats
K Andersson, Guðmundur Pálmason, Marianne Dicander Alexandersson,
Sigurgeir Guðlaugsson and Louise Nicolin as ordinary members. It is
furthermore proposed that Bengt Baron is re-elected as chairman of
the board. The Nomination Committee proposes re-election of the
registered auditing company Deloitte AB.
Resolution regarding guidelines
for remuneration for senior executives (item 12)
The board of directors proposes that guidelines
regarding determination of remuneration and other benefits for the
CEO and other senior executives in the Company shall be adopted
with the following substantial terms.
Senior executives include the individuals that
together with the CEO constitute the Company's executive
management. Enzymatica's principle is that the Company shall offer
remuneration levels and employment conditions needed to enable
recruitment and retention of senior executives with the required
competence and capacity in order to achieve the business objective.
The remuneration shall be decided on market-based terms. The fixed
salary for the senior executives shall be market-based and based on
the individual's work duties, responsibilities, expertise and
performance. Enzymatica offers other customary benefits to senior
executives, such as company car, and occupational health services,
equivalent to what is considered as reasonable in reference to
market practice and the benefit for the Company. To the extent a
member of the board of directors performs work for the Company
alongside the work as a member of the board of directors, a
market-based consultancy fee should be payable. In addition to
fixed salary, variable remuneration may be offered for rewarding
target-related performance. The variable remuneration shall not
exceed 30 per cent of fixed annual salary. Pension benefits shall
be contribution based occupational pension insurances, which shall
be marked-based in relation to what generally applies for
equivalent senior executives on the market. Notice period and
eventual severance payment shall not exceed salary and other
benefits of 18 months. The board of directors shall be
entitled to deviate from these guidelines in individual cases if
there are special reasons for doing so, for example additional
variable remuneration in case of exceptional performance. If such
deviation occurs, the board of directors shall report the reasons
for the deviation at the closest following AGM.
Resolution regarding
authorization of the board of directors to issue new shares
(item 13)
The board of directors proposes that the meeting authorizes the
board of directors until the next annual shareholders' meeting to,
on one or more occasions, resolve to increase the Company's share
capital by issue of no more than shares corresponding to 10 per
cent of the total number of shares in the Company.
However, such issues may not cause the share
capital in the Company to exceed the Company's highest allowed
share capital according to the articles of association. The board
of directors may deviate from the shareholders' preferential
rights. The reason for the board of directors' authorization to
deviate from the shareholders' preferential rights is to enable the
Company's possibilities to raise new capital and to take advantage
of future opportunities to attract new long-term owners of
strategic importance to the Company, to finance the Company's
growth strategy, as well as to enable the Company to acquire the
remaining minority shares in the subsidiary Zymetech ehf., by issue
in kind. The authorization also includes the right to decide on
payment for the issued shares in kind, set-off or other conditions
as referred in Chap. 13 Sec. 5 item 6 of the Swedish Companies Act
(Sw. aktiebolagslagen (2005:551)). At a
deviation from the shareholders' preferential rights, the issue
rate shall be determined in accordance with market conditions.
For a valid resolution on the proposal pursuant to
item 13, the proposal has to be supported by shareholders
representing at least two-thirds of the votes cast as well as
shares represented at the meeting.
Total number of shares and
votes
The total number of shares and votes in the Company amounts as per
the date of this notice to 90,887,808. The Company does not hold
any own shares.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies
Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
The board of directors' complete proposal for resolution pursuant
to item 12 is available for the shareholders at the Company's
website and at the Company at its above mentioned address at the
latest from April 12, 2018 and will free of charge be sent to the
shareholders upon their request to the Company, provided that such
shareholders state their current address. In other respects, the
board of directors' complete proposals for resolution are stated in
the notice.
Lund in March 2018
The board of directors
For
further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail:
fredrik.lindberg@enzymatica.com
Enzymatica
Enzymatica AB is a life science company that develops and sells
medical devices for infection-related diseases. The products are
based on a barrier technology that includes marine enzymes. The
Company's first product is ColdZyme® Mouth Spray, which can prevent
colds and reduce the duration of disease. The product has been
launched in around ten markets. The strategy is to continue to grow
by strengthening the Company's position in existing markets and
expanding into new geographic markets through established partners.
The company is headquartered in Lund and is listed on Nasdaq First
North. For more information please visit: www.enzymatica.se.
Enzymaticas Certified Adviser is Erik Penser
Bank.
Enzymatica AB - Notice AGM
2018
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Enzymatica AB via Globenewswire
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