Bulletin from the Annual General Meeting in Oncopeptides AB (publ)
Stockholm, Sweden – The Annual General Meeting in Oncopeptides AB (publ) (ONCO) was held on Thursday, 25 May 2023. At the Annual General Meeting, the following principal resolutions were passed.
- The presented annual report was adopted and the members of the Board of Directors and the former CEO were discharged from liability in respect of the financial year 2022.
- It was resolved to carry forward the result for the year in accordance with the Board of Directors’ proposal.
- The proposed remunerations to the Board of Directors, the Board of Directors’ committees and the company’s auditor were approved.
- Per Wold-Olsen, Brian Stuglik, Cecilia Daun Wennborg, Jarl Ulf Jungnelius, Per Samuelsson and Jennifer Jackson were re-elected as board members. Per Wold-Olsen was also re-elected as Chairman of the Board of Directors.
- Ernst & Young AB was re-elected auditor of the company, with the request for Anna Svanberg as auditor in charge.
- It was resolved to approve the Board of Directors’ proposal regarding remuneration report.
- It was resolved, in accordance with the Nomination Committees proposal, to introduce a long term shareholder program for members of the Board of Directors (“Board SHP 2023”). The program is share based and intended for main owner independent members of the Board of Directors. Board SHP 2023 is a program under which the participants will be granted share awards (“Share Awards”) that entitle to not more than 245,000 ordinary shares in Oncopeptides. The number of share awards that shall be awarded to each participant shall correspond to 50 per cent of the remuneration for ordinary board work, for the respective participant divided by the volume weighted average price of the Oncopeptides share on Nasdaq Stockholm for the 10 trading days preceding the grant date. The number of share awards shall correspond to a certain amount (SEK 750,000 to the Chairman and SEK 300,000 to each of the other main owner independent members of the Board of Directors). The Share Awards shall be granted to the participants as soon as practicable after the Annual General Meeting (the “Grant Date”). The Share Awards shall vest after approximately one year (corresponding to one year of service as a Board member), corresponding to the earlier of the day before (i) the Annual General Meeting 2024 or (ii) 1 July 2024 (the “Vesting Date”), provided that the participant is still a Board member of Oncopeptides on said date. The earliest point in time at which vested Share Awards may be exercised shall be the day falling immediately after the Vesting Date. The latest point in time at which vested Share Awards may be exercised shall be the earlier of (i) 90 days after the last day of service as a Board member, or (ii) six years after the Grant Date. Each vested share award entitles the holder to receive one ordinary share in the company free of charge. It was further resolved, in accordance with the Nomination Committees proposal to authorise the Board of Directors to resolve on a directed share issue of class C shares, authorise the Board of Directors to repurchase issued class C shares and transfer of own ordinary shares.
- It was resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on terms. The purpose of the authorisation is to increase the financial flexibility of the company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this must be to finance an acquisition of operations or, alternatively, to procure capital to finance project development. The number of shares issued under the authorisation, or the number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than 20 per cent of the total number of shares outstanding at the Annual General Meeting’s resolution on the proposed authorization, after full exercise of the authorization.
For more information, including the presentation held by Oncopeptides CEO Monica Shaw, please visit www.oncopeptides.com