Mendus : Notice of Annual General Meeting 2020
(marketscreener) NOTICE OF ANNUAL GENERAL MEETING IN IMMUNICUM AB The shareholders of Immunicum AB , re... The nomination committee proposes that remuneration to the board of directors shall be unchanged and amount to SEK 1,555,000, to be distributed as follows: Board members are entitled to remuneration of SEK 150,000 per member, in addition the chairman of the board of directors is entitled to remuneration of SEK 275,000. Board members who are members of the scientific committee are remunerated with SEK 25,000 per member, in addition the board member who is the chairman of the scientific committee is remunerated with SEK 25,000. Board members who are members of the audit committee are remunerated with SEK 15,000 per member, in addition the board member who is the chairman of the audit committee is remunerated with SEK 20,000. Board members who are members of the remuneration committee are remunerated with SEK 15,000 per member, in addition the board member who is the chairman of the remuneration committee is remunerated with SEK 20,000.
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The shareholders of Immunicum AB (publ) (the "Company"), reg. no 556629-1786, are hereby invited to the Annual General Meeting on Tuesday, 28 April 2020, at 10:30, at IVA:s Konferenscenter, at Grev Turegatan 16, Stockholm. Registration for the meeting will commence at 10:00. Shareholders who wish to attend the meeting must:
• both be recorded in the share register maintained by Euroclear Sweden AB on the record date of Wednesday 22 April 2020; and
• not later than on Wednesday 22 April 2020 have notified their attendance and possible advisors to the Company; either in writing via letter to Immunicum AB (publ), "Annual General Meeting", Östermalmstorg 5, SE-114 42 Stockholm, Sweden, or by e-mail to [email protected]. The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority. Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Wednesday 22 April 2020, at which time such registration shall have been made. Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company's website www.immunicum.com. The original version of the power of attorney shall also be presented at the meeting.
• Opening of the meeting and election of chairman of the meeting.
• Presentation and approval of the agenda.
• Election of one or two persons to check the minutes.
• Determination as to whether the meeting has been duly convened.
• Presentation of the annual report and the audit report.
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• regarding adoption of the income statement and the balance sheet.
• regarding allocation of the Company's result according to the adopted balance sheet.
• regarding discharge from liability against the Company for the members of the board of directors and the managing director.
• Approval of remuneration to the board of directors and the auditor.
• Election of board of directors and auditors and possible deputy auditors.
• Resolution regarding principles for the appointment of nomination committee.
• Resolution regarding guidelines for remuneration to senior executives.
• Resolution regarding authorization for the board of directors to decide on new issue and issue of warrants and/or convertibles.
• Matter submitted by the shareholder Creopretium AB regarding proposals for resolutions on:
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• supplement to the board of directors' proposal regarding guidelines for remuneration to senior executives.
• authorization for the board of directors to resolve on acquisition and transfer of own shares. The nomination committee, comprised of Jannis Kitsakis (appointed by The Fourth Swedish National Pension Fund), chairman of the nomination committee, Martin Lindström, (appointed by Loggen Invest AB), Jamal El-Mosleh (appointed by Holger Blomstrands Byggnads AB) and Johan Stein (appointed by Alfred Berg Fonder AB) have proposed the following resolutions in relation to items 1 and 8-10 of the above proposed agenda. Item 1. Election of a chairman of the meeting The nomination committee proposes that the lawyer Mats Dahlberg from Advokatfirman Delphi is elected as chairman of the annual general meeting. Item 8. Approval of remuneration to the board of directors and auditor The nomination committee proposes that remuneration to the board of directors shall be unchanged and amount to SEK 1,555,000, to be distributed as follows: Board members are entitled to remuneration of SEK 150,000 per member, in addition the chairman of the board of directors is entitled to remuneration of SEK 275,000. Board members who are members of the scientific committee are remunerated with SEK 25,000 per member, in addition the board member who is the chairman of the scientific committee is remunerated with SEK 25,000. Board members who are members of the audit committee are remunerated with SEK 15,000 per member, in addition the board member who is the chairman of the audit committee is remunerated with SEK 20,000. Board members who are members
of the remuneration committee are remunerated with SEK 15,000 per member, in addition the board member who is the chairman of the remuneration committee is remunerated with SEK 20,000. The board of directors shall not be entitled to any other remuneration for potential committee work. The board members are entitled to reasonable remuneration for travels to and from the board meetings. Further, the nomination committee recommend that each member of the board of directors, for the period until the next annual general meeting, acquire shares in the Company corresponding to an amount of at least 100 % of the board of directors' fee after deduction of tax. During normal circumstances, acquired shares should not be divested prior to the termination of the assignment as a board member. The nomination committee proposes that remuneration to the auditors shall be paid according to approved invoice. Item 9. Election of board of directors and auditors and possible deputy auditors The nomination committee proposes that the board of directors shall be composed of seven (7) ordinary board members without deputies. For the period until the end of the next annual general meeting, re-election is proposed of the current board members Michael Oredsson, Magnus Persson, Steven Glazer and Charlotte Edenius and election of Christine Lind, Sven Andreasson and Helén Tuvesson. Kerstin Valinder Strinnholm has requested to not be re-elected. Michael Oredsson is proposed to be re-elected as chairman of the board of directors. Brief description of proposed election of new board members: Sven Andreasson is a Swedish citizen, born in 1952 and resides in Washington DC, US. Sven holds a degree in business administration from Stockholm School of Economics and MBA-educations from IMEDE Lausanne, INSEAD Fontainebleau and Ashridge London. Sven has a wide experience from both biotech and pharmaceutical companies. He was CEO of Active Biotech in Lund 1999-2008, CEO of Beta- Cell in Belgium 2008-2012 and CEO of Isconova in Uppsala 2012-2013 where he initiated and completed a sale of the company in 2013 to the American company Novavax. Sven is currently working as Senior Vice President of Novavax with responsibility for business development. Sven has also held several senior management positions within Pharmacia in Sweden, Germany, Belgium and France. Previous experience from board assignments includes e.g. TiGenix (Belgium), Immunicum and Cantargia. Current board assignments consist of board member of Cellastra Inc (US) and Erytech SA (France) where he was chairman 2008-2013 and now a board member. Christine Lind is an American citizen, born in 1974. Christine Lind holds a bachelor's degree in finance and information system from New York University, Stern School of Business, and an MBA-education in finance and management from Columbia Business School. Christine Lind has extensive experience from management roles in the global biotech industry (e.g. Vice President Business Development at LifeCell Corporation and Executive Vice President Business Development and subsequently CEO of Medivir AB) and as a strategic and financial advisor to biotech and pharmaceutical companies (at Merrill Lynch & Co). Christine Lind is currently a board member of Xspray Pharma and CEO and chairman of the board of directors of Lind Growth Strategy AB.
Helén Tuvesson is a Swedish citizen, born in 1962 and holds a doctor's degree in cellular and molecular biology in medical science at Lund University. She has more than 25 years of experience from the pharmaceutical industry in various positions within Pharmacia and Active Biotech, including as Chief Scientific Officer at Active Biotech for 6 years. In this role she was responsible for the operational research activities and the company's project portfolio in late stage clinical development in neurodegenerative diseases and cancer indications. Since 2017, Helén is the CEO of Active Biotech AB. Sven, Christine and Helén are, according to the nomination committee, to be regarded as independent in relation to the company and its senior executives as well as to the major shareholders of the company. For a presentation of the board members that are proposed for re-election, please refer to the Company's website www.immunicum.com. The nomination committee proposes that the registered audit firm Ernst & Young AB is elected as the Company's auditor until the end of the next annual general meeting. Ernst & Young AB has informed that, in the event that Ernst & Young AB is elected as auditor, Anna Svanberg will remain as auditor in charge. The nomination committee's proposal is in accordance with the recommendation of the audit committee. Item 10. Resolution regarding principles for the appointment of nomination committee The position of the nomination committee The Company shall have a nomination committee with the sole task of preparing the general meeting's resolutions regarding election, remuneration and procedures for the following nomination committee. The nomination committee shall prepare the following proposals to the annual general meeting of 2021: Proposal regarding chairman at the annual general meeting Proposal regarding election of chairman of the board of directors Proposal regarding remuneration to the board of directors Proposal regarding remuneration to the auditor Proposal regarding principles for the nomination procedures before the annual general The members of the nomination committee shall, regardless of how they have been appointed, look after the interest of all shareholders. Election and publication of the members of the nomination committee The chairman of the board of directors shall during September 2020, based on the ownership information of Euroclear Sweden AB as of 31 August, invite the Company's four largest shareholders to form a nomination committee together. The invited shareholders shall within 14 days of the invitation inform whether they wish to exercise their right to appoint a member of the nomination committee. If any of the four largest shareholders does not exercise its right to participate in the nomination committee, the shareholder with the largest number of votes not yet invited to appoint a member of the nomination committee shall be invited to do so and shall inform the chairman of its
decision within one week. The members of the nomination committee shall be published on the Company's website no later than six months prior to the annual general meeting of 2021. If four shareholders have not at this time informed of their intention to participate in the nomination committee, the nomination committee shall be comprised of fewer members. If a change in the Company's ownership structure occurs after 31 August but before the nomination committee´s complete proposal for resolutions is published, and if the shareholder who after this change has become one of the four largest shareholders in the number of votes of the Company, requests to the chairman of the nomination committee to be included in the nomination committee, this shareholder shall have the right to appoint an additional member of the nomination committee. Furthermore, the nomination committee may decide that a member, who has become substantially smaller by votes than the fourth largest shareholder by votes in the Company, shall resign from the nomination committee if deemed appropriate. If a member resigns from the nomination committee during the period of mandate or if such member is prevented from fulfilling his or hers mandate, the nomination committee shall request the shareholder who has appointed the member to appoint a new member within a reasonable time. If the shareholder does not exercise the right to appoint a new member, the right to appoint such member shall be transferred to the shareholder with the largest number of votes closest to the largest shareholder who has not already appointed or refrained from appointing a member of the nomination committee. A shareholder that has appointed a member of the nomination committee is entitled to dismiss such member and instead appoint a new member of the nomination committee. Changes in the composition of the nomination committee shall be published as soon they have occurred. The nomination committee's period of mandate lasts until a new nomination committee has been appointed. The nomination committee shall appoint one of its members a chairman of the committee. Shareholders shall be entitled to propose board members for the consideration of the nomination committee. Information regarding how shareholders can give proposals to the nomination committee shall be published on the Company's website. The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed of the work of the board of directors, the need for specific qualifications or competence etc. that may be of significance for the work of the nomination committee. The nomination committee's proposals shall be prepared and presented in accordance with Swedish Corporate Governance Code. The nomination committee's report regarding its work At least one member of the nomination committee and, if possible, all members of the nomination committee, shall participate at the annual general meeting.