Pursuant to section 9 of
Preconditions for participation
A shareholder who wishes to participate in the AGM must (i) be recorded in the share register prepared by
To be entitled to participate in the AGM, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of
Advance voting via regular mail or e-mail
The shareholders may also exercise their voting rights at the AGM by voting in advance, so-called postal voting. A special form shall be used for advance voting, which once completed and signed shall be sent to the company either by post to "Bolagsstämma",
Authorisation documents
Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at https://immunovia.com/sv/bolagsstamma/. The proxy should be sent to the company in accordance with the above, together with the participation notice or with the advance notice form. If the proxy is issued by a legal entity, a copy of the certificate of registration or an equivalent certificate of authority must be submitted to the company.
Proposed agenda
- Opening of the meeting and election of a chairman for the meeting
- Preparation and approval of voting list
- Election of person(s) to approve the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and audit report
- Decision on:
- approval of the profit and loss account and balance sheet, and the consolidated profit and loss statement and the consolidated balance sheet
- approval of allocations regarding the company's loss according to the adopted balance sheet
- whether to discharge the directors and the managing director from liability
- Determination of fees for the board, committees and the auditors
- Election of board members, chairman of the board and auditors
-
Re-election
Philipp von Hugo
- Re-election Peter Høngaard Andersen (as Board member)
-
Election
Vanessa Rollings
-
Election
Helge Lubenow
- Election Sven Andréasson
- Election Peter Høngaard Andersen (Chairman of the Board)
- Omval Mats-Åke Andersson (auditor)
- Omval Martin Gustafsson (deputy auditor)
- Resolution regarding approval of the remuneration report
- Resolution regarding guidelines for remuneration to management
- Resolution on authorization of the board to resolve on new issue of shares
- Closing of the meeting
Resolution proposals at
§ 1 Opening of the meeting and election of a chairman for the meeting
The nomination committee for the 2023 AGM has consisted of its chairman
The nomination committee proposes that business lawyer Fredrik Önnerfors should be elected as chairman for the meeting or, if he is not able to participate at the meeting, another person proposed by the nomination committee.
§ 7 b approval of allocations regarding the company's loss according to the adopted balance sheet
The board proposes that the company's losses shall be allocated in accordance with the proposal set out in the annual report for 2022.
§ 8 Determination of fees for the board, committees and the auditors
The nomination committee proposes that the chairman of the board shall receive
§ 9 Election of board members, chairman of the board and auditors
The nomination committee proposes that the number of board members shall be five, with no deputy members, that board members
After having founded the company and served as
Peter Høngaard Andersen is proposed to be elected Chairman of the Board.
Dr.
Sven Andréasson
Sven Andréasson has more than 40 years' experience as an executive in the life science industry. He started his career at Kabi,
More information concerning the board members proposed for re-election can be found on the company's website and in the annual report for 2022.
The nomination committee also proposes that the chartered accountant Mats-Åke Andersson,
§ 11 Resolution regarding guidelines for remuneration to management
The board proposes, after recommendation from the remuneration committee, that the remuneration to senior management shall consist of fixed salary (possibly combined with a variable element), other customary benefits and a pension scheme. The total annual remuneration shall be in line with market practice and competitive on the market where the manager in question is active, and take the manager's qualifications and experience into consideration, while also taking exceptional performance into account. The fixed salary shall be revised on a yearly basis. As referred to herein, the
Fixed salary and variable remuneration shall be related to the manager's responsibilities and authorities. The variable remuneration shall be paid in cash or in the form of shares, subscription warrants, convertible bonds or other share related instruments such as synthetic options or personnel options, and be based on results compared to defined targets, and further be structures so that there is an increased common interest between the manager and the company's shareholders is achieved. The vesting period (or the period from the agreement date to the day on which a share can be acquired) cannot be less than three years. Variable cash remuneration shall not exceed the fixed salary. The terms and conditions for variable remuneration should be drafted so that the it is possible for the board, in cases of severe financial conditions for the company, to limit or withdraw variable remuneration in cases where payment of such variable remuneration is deemed unreasonable and inconsistent with the company's responsibility towards the company's shareholders. For annual bonus it should be possible to limit or refrain from payment if the board deems it motivated for other reasons.
If a board member performs other work for the company than the board work, consultancy fees and other remuneration for such work can be paid after special resolution by the board.
As far as possible, pension benefits shall be fee based. The CEO and other members of the group's management team shall have a notice period of not more than 18 months. Fixed salary and severance pay during the notice period shall not exceed an amount corresponding to two years of fixed salary.
The board shall promote the application of the above guidelines in all group companies. The board shall have the right to deviate from the above guidelines if the board in a particular case deems that there are compelling reasons that motivates such deviation.
Matters concerning salaries and other remuneration to the CEO and other members of the group's management team shall be handled by the remuneration committee and decided by the board.
The guidelines adopted by the 2022 AGM have been complied with, and all remuneration that has not yet been paid out falls within the guidelines. For information regarding remuneration and ongoing programs, please see the company's remuneration report, which will be made available on the company's website in the manner set out below.
§ 12 Resolution on authorization of the board to resolve on new issue of shares
For the purposes of enabling the board to develop the company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, the board proposes the AGM to authorize the board to resolve, on one or several occasions before the next AGM, on an issue of shares. Such issue may entail a deviation from the shareholders' preferential right to subscribe for new shares and also entail that payment of the new shares may be made in cash or by consideration in kind. The issue may result in an aggregate increase in the share capital corresponding to the issue of a maximum of 20 % of the number of shares as per the 2023 AGM.
The new shares shall, in the event of a deviation from the shareholders' pre-emption rights, be issued at a subscription price based on the share price at the time of the issue, decreased by any discount in line with market practice that the Board deems necessary.
The board or any person appointed by the board is entitled to resolve on any minor changes to the AGM's resolution that may be required at registration of the resolution at the Swedish Companies Registration Office.
A resolution passed by the AGM in accordance with this proposal is valid only if supported by shareholders holding at least two thirds of the votes cast as well as of the shares represented at the meeting.
Number of shares and votes
As per the date of this notice, there are a total of 22,631,581 shares in the company, each share representing one vote, it however being noted that 22 655 917 new shares have been issued (but not yet registered with the Companies' Registrations Office) in accordance with the resolution at the extraordinary general meeting on
Documents
The annual report, the complete proposals of the nomination committee, the remuneration report and other documentation for the AGM (including a proxy form and the voting form) will be available at the company and posted on the company's website https://immunovia.com/sv/bolagsstamma/ no later than three weeks prior to the AGM. The documents will be sent upon request to shareholders providing their address to the company.
Information at the AGM
The board shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other companies within the group, in accordance with the
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on
The board of directors
For more information, please contact:
Karin Almqvist Liwendahl
Chief Financial Officer
karin.almqvist.liwendahl@immunovia.com
+46 709 11 56 08
About
Our first product, IMMray(TM) PanCan-d is the only blood test currently available specifically for the early detection of pancreatic cancer. The test has unmatched clinical performance. Commercialization of IMMray(TM) PanCan-d started in
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