STOCKHOLM, March 31, 2020 /PRNewswire/ -- 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.
The shareholders of Alligator Bioscience AB, Reg. No.
556597-8201, are invited to attend the annual general meeting to be
held on Tuesday 5 May 2020, at
4.00 pm, at building 601 (the Spark),
Medicon Village, Scheelevägen 2 in Lund.
INFORMATION REGARDING THE CORONAVIRUS
As a precautionary measure to reduce the risk of spreading the
coronavirus, the board of directors of Alligator Bioscience AB
("Alligator") has decided to keep planned speeches at the
general meeting to a minimum and that no refreshments will be
served. Participation at the general meeting by members of the
board of directors and management as well as the number of
non-shareholders present at the general meeting will be limited in
an effort to keep the general meeting brief and efficient, and
thereby minimizing the risk of spreading the coronavirus. For
shareholders who are worried about the spread of infection due to
the coronavirus, we want to emphasize the possibility of not
attending in person at Alligator's general meeting and instead
appoint a proxy who can vote on their behalf. Alligator also
encourages such solution for anyone displaying symptoms of illness,
who has been in an area of infection, or who is considered to be
part of a risk group. Shareholders who want to authorize a proxy
can find relevant documents at the company website
(www.alligatorbioscience.com).
RIGHT TO PARTICIPATE
Shareholders that wants to participate must be recorded in the
company's share register kept by Euroclear Sweden AB as of Tuesday
28 April 2020 and, further, have
given notice of their intent to participate to the company, which
notice must have been received by the company no later than on
Tuesday 28 April 2020, by mail to
address, Alligator Bioscience AB, att Lotten Almén, Medicon
Village, SE-223 81 Lund,
Sweden, by phone to +46(0)46-540-82-00, or by e-mail to
anmalan@alligatorbioscience.com. The notice should specify the
shareholder's name, personal identity number or company
registration number, telephone number during work hours and the
number of shares held by the shareholder and, when applicable,
information on the number of advisors (2 at the most).
TRUSTEE REGISTERED SHARES
Shareholders, whose shares are trustee-registered must, in order
to participate in the general meeting, temporarily register their
shares in their own name in the share register kept by Euroclear
Sweden AB. Such re-registration of ownership must be implemented no
later than as of Tuesday 28 April
2020. The shareholders must well in advance before this date
notify their trustees thereof.
PROXY
Shareholders participating by proxy must issue a dated and
signed proxy. Should the proxy be issued by a legal entity, a
certified copy of the valid registration certificate (Sw.
registreringsbevis) of the legal entity (or corresponding document)
must be presented. Proxies should be in writing and submitted at
the latest at the general meeting, but should preferably be sent
before the general meeting. The validity term of the proxy may be
at the longest five years if this is specifically stated. In case
no validity term is stated, the proxy is valid for at the longest
one year. Proxy forms are available at the company website
(www.alligatorbioscience.com) and at the company (see address
above) and will also be sent to the shareholders that request it
and state their address.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the register of voters
4. Election of two persons to confirm the minutes
5. Approval of the agenda
6. Determination as to whether the meeting has been duly
convened
7. Address by the CEO
8. Presentation of the Annual Report and Audit Report and
the Consolidated Annual Report and Consolidated Audit Report
9. Resolution on
a) adoption on the profit and loss statement and balance
sheet, as well as the consolidated profit and loss statement and
the consolidated balance sheet;
b) distribution of the company's profits according to the
adopted balance sheet; and
c) discharge from liability of the members of the board and
the CEO
10. Determination of the number of board members as well as
auditors and deputy auditors
11. Determination of remuneration for the board members and
the auditors
12. Election of board members and Chairman of the board,
auditor and deputy auditors
13. Resolution on guidelines for remuneration to senior
executives
14. Resolution on authorization regarding issues
15. Resolution on amendment of the Articles of
Association
16. Closing of the meeting
PROPOSED RESOLUTIONS
Item 2: Election of Chairman of the meeting
The Nomination Committee, consisting of Lars Bergkvist (Chairman), representing Lars
Spånberg, Hans-Peter Ostler,
representing Jonas Sjögren, and Jan Lundström, representing
Sunstone Life Science Ventures Fund II K/S, and the Chairman of the
board, Peter Benson, proposes that
the Chairman of the board, Peter
Benson, is elected as Chairman of the meeting.
Item 9 b: Resolution on
distribution of the company's result
The board proposes that no dividends are paid and that the
available funds of SEK 218,087,791
are carried forward to a new account.
Item 10-12: Determination of the number of board members
as well as auditors and deputy auditors, Determination of
remuneration for the board members and the auditors and Election of
board members and Chairman of the board, auditor and deputy
auditors
The Nomination Committee proposes that the board shall consist
of eight board members, that Peter
Benson, Carl Borrebaeck, Ulrika
Danielsson, Graham Dixon,
Kirsten Drejer, Anders Ekblom, Kenth
Petersson and Jonas Sjögren are re-elected as ordinary board
members, and that Peter Benson is
re-elected as Chairman of the board.
Information on the board members proposed for re-election can be
found at the company's website and in the Annual Report (see
www.alligatorbioscience.com).
The Nomination Committee further proposes that board
remuneration shall be paid with SEK
550,000 to the Chairman of the board (SEK 550,000 previous year) and with SEK 300,000 to each of the other board members
who are not employed by the company (SEK
300,000 previous year). Furthermore, remuneration for
committee work is proposed with SEK
125,000 to be paid to the Chairman of the Audit Committee
(SEK 125,000 previous year),
SEK 30,000 to each of the other
members of the Audit Committee (SEK
30,000 previous year) and SEK
25,000 to the Chairman of the Remuneration Committee
(SEK 25,000 previous year). For other
members of the Remuneration Committee, it is proposed that no
remuneration should continue to be paid.
Finally, the Nomination Committee proposes, in accordance with
the recommendation from the Audit Committee, that one registered
public accounting firm without deputy is appointed, and that Ernst
Young AB is re-elected as auditor. Ernst & Young AB has
informed that the public authorized public accountant Johan Thuresson will continue to be appointed as
the responsible auditor. Remuneration for the auditor is proposed
to be paid in accordance with customary norms and approved
invoice.
Item 13: Resolution on guidelines for remuneration to
senior executives
The board proposes that the annual general meeting resolves on
guidelines for remuneration to senior executives in accordance with
the following terms.
Scope and applicability of the guidelines
These guidelines comprise the persons who are part of
Alligator's group management, currently the CEO, CFO, CMO, COO, VP
Business Development, VP Discovery and SVP Preclinical Development.
The guidelines also encompass any remuneration to members of the
board of directors, in addition to board remuneration.
These guidelines are applicable to remuneration agreed, and
amendments to remuneration already agreed, after adoption of the
guidelines by the annual general meeting 2020. These guidelines do
not apply to any remuneration resolved by the general meeting, such
as e.g. board remuneration and share-based incentive programs.
The guidelines' promotion of the company's business strategy,
long-term interests and sustainability
Alligator's business strategy includes in brief proprietary drug
development - from early-phase research and preclinical development
to Phase II clinical studies, when the treatment is validated in
patients. The strategy is thereafter to subsequently out-license
the drug candidate to a licensee for further development and market
launch. For more information about the company's business strategy,
see Alligator's latest annual report.
A successful implementation of Alligator's business strategy and
safeguarding of Alligator's long-term interests, including its
sustainability, require that the company is able to recruit and
retain highly competent senior executives with a capacity to
achieve set goals. In order to achieve this, Alligator must offer a
competitive total remuneration on market terms, which these
guidelines enable.
Long-term share-based incentive programs have been implemented
in Alligator. For further information about these programs, see
Alligator's latest annual report. The share-based incentive
programs have been approved by the general meeting and are
therefore not covered by these guidelines.
Types of remuneration, etc.
The remuneration shall be on market terms and be competitive,
and may consist of the following components: fixed salary, variable
cash remuneration, pension benefits and other benefits. For the
individual senior executive, the level of remuneration shall be
based on factors such as work tasks, expertise, experience,
position and performance. Additionally, the general meeting may -
irrespective of these guidelines - resolve on, e.g. share and share
price-related remuneration. The remuneration shall not to be
discriminating on grounds of gender, ethnic background, national
origin, age, disability or any other irrelevant factors.
For employments governed by rules other than Swedish, pension
benefits and other benefits may be duly adjusted for compliance
with mandatory rules or established local practice, taking into
account, to the extent possible, the overall purpose of these
guidelines.
Fixed salary
The CEO and other senior executives shall be offered a fixed
annual cash salary. The fixed cash salary shall be determined
annually on 1 April and refer to the following twelve months.
Variable cash remuneration
In addition to fixed salary, the CEO and other senior executives
may, according to separate agreements receive variable cash
remuneration. Variable cash remuneration covered by these
guidelines is intended to promote Alligator's business strategy and
long-term interests, including its sustainability.
The satisfaction of criteria for awarding variable cash
remuneration shall be measured over a period of one or several
years. Any variable cash remuneration may amount to a maximum of 30
percent of the fixed annual cash salary. Variable cash remuneration
shall not qualify for pension benefits, save as required by
mandatory collective bargaining agreements.
The variable cash remuneration shall be linked to one or several
predetermined and measurable criteria, which can be financial, such
as Alligator's revenues or achieved milestone payments, or
non-financial, such as application of Clinical Trial Authorizations
(CTA) for entering clinical studies. The variable cash remuneration
may be entirely independent of non-financial criteria. By linking
the goals in a clear and measurable way to the remuneration of the
senior executives to the company's financial and operational
development, they contribute to the implementation of the company's
business strategy, long-term interests and sustainability.
To which extent the criteria for awarding variable cash
remuneration has been satisfied shall be evaluated and determined
when the measurement period has ended. The Remuneration Committee
is responsible for the evaluation. For financial objectives, the
evaluation shall be based on the latest financial information made
public by Alligator.
Additional variable cash remuneration may be awarded in
extraordinary circumstances, provided that such extraordinary
arrangements are only made on an individual basis, either for the
purpose of recruiting or retaining senior executives, or as
remuneration for extraordinary performance beyond the individual's
ordinary tasks. Such remuneration may not exceed an amount
corresponding to 30 percent of the fixed annual cash salary and may
not be paid more than once each year per individual. Any resolution
on such remuneration shall be made by the board of directors based
on a proposal from the Remuneration Committee.
Pension benefits
Pension benefits, including health insurance, shall be defined
contribution, in so far as the senior executive is not covered by
defined benefit pension under mandatory collective bargaining
agreements. Pension premiums for defined contribution pensions may
amount to a maximum of 30 percent of the fixed annual cash
salary.
Other benefits
Other benefits may include i.a. life insurance, medical
insurance and a company car. Premiums and other costs relating to
such benefits may amount to a total of not more than the lower of
SEK 15.000 per month or 20 percent of
the fixed annual cash salary.
Termination of employment and severance payment
Senior executives shall be employed until further notice or for
a specified period of time. Upon termination of an employment, the
notice period may not exceed six months. Severance pay, in addition
to salary and other remuneration during the notice period, may not
exceed an amount corresponding to six times the fixed monthly cash
salary. Upon termination by the senior executive, the notice period
may not exceed six months, without any right to severance pay. In
addition to fixed cash salary during the period of notice and
severance pay, additional remuneration may be paid for non-compete
undertakings. Such remuneration shall compensate for loss of income
and shall only be paid in so far as the previously employed senior
executive is not entitled to severance pay for the period for which
the non-compete undertaking applies. The remuneration shall be
based on the fixed cash salary at the time of termination of
employment and amount to not more than 60 percent of the fixed cash
salary at the time of termination of employment, save as otherwise
provided by mandatory collective bargaining agreements, and shall
be paid during the time as the non-compete undertaking applies,
however not for more than 12 months following termination of
employment.
Salary and employment conditions for employees
In the preparation of the board of directors' proposal for these
remuneration guidelines, salary and employment conditions for
employees of Alligator have been taken into consideration by
including information on the employees' total income, the
components of the remuneration and increase and growth rate over
time, in the Remuneration Committee's and the board of directors'
basis of decision when evaluating whether the guidelines and the
limitations set out herein are reasonable.
Consultancy fees to the members of the board of
directors
To the extent a member of the board of directors renders
services for Alligator, in addition to his or her assignment as a
member of the board of directors, consultancy fee on market terms
may be paid to the member of the board of directors, or to a
company controlled by such member of the board of directors,
provided that such services contribute to the implementation of
Alligator's business strategy and the safeguarding of Alligator's
long-term interests, including its sustainability.
Preparation and decision-making progress
The board of directors has established a Remuneration Committee.
The Remuneration Committee's duties include i.a. preparing the
board of directors' resolution to propose guidelines for
remuneration to senior executives. The board of directors shall
prepare a proposal for new guidelines at least every fourth year
and submit it to the general meeting. The guidelines shall be in
force until new guidelines have been adopted by the general
meeting. The Remuneration Committee shall also monitor and evaluate
programs for variable remuneration for the senior executives, the
application of the guidelines for remuneration to senior executives
as well as the current remuneration structures and compensation
levels in the company. The members of the Remuneration Committee
are independent in relation to the company and its senior
management. The CEO and other members of the senior management do
not participate in the board of directors' processing of and
resolutions regarding remuneration-related matters in so far as
they are affected by such matters.
Deviation from these guidelines
The board of directors may temporarily resolve to deviate from
these guidelines, in whole or in part, if in a specific case there
is special cause for the deviation and a deviation is necessary to
serve the company's long-term interests, including its
sustainability, or to ensure the company's financial viability. As
set out above, the Remuneration Committee's tasks include preparing
the board of directors' resolutions in remuneration-related
matters, which include any resolutions to deviate from these
guidelines.
Information regarding resolved remunerations that have not
yet fallen due
On 10 June 2019, new rules were
introduced in the Swedish Companies Act, i.a. regarding the design
of the remuneration guidelines. According to the transitional
provisions for the new rules, the proposal for remuneration
guidelines must contain information on previously resolved
remunerations that have not yet fallen due. Apart from the
commitments to pay ongoing remuneration such as salary, pension and
other benefits, there are no previously resolved remuneration to
any senior executives that have not yet fallen due. For further
information on remuneration to senior executives, please see note
12 in Alligator's annual report.
Item 14: Resolution on authorization regarding
issues
The board proposes that the annual general meeting resolves to
authorize the board, up until the next annual general meeting, at
one or several occasions, with or without deviation from the
shareholders' preferential rights and with or without provisions
regarding contribution in kind, set-off or other conditions, to
resolve to issue new shares, convertibles and/or warrants. The
reason for why a deviation from the shareholders' preferential
rights should be possible is to enable the company to source
working capital, to be able to execute acquisitions of companies or
operating assets as well as to enable new issues to industrial
partners within the framework of partnerships and alliances. The
total number of shares that may be issued (alternatively be issued
through conversion of convertibles and/or exercise of warrants)
shall not exceed 20 percent of the current number of outstanding
shares as per the date of the annual general meeting.
In case the authorization is used for an issue with deviation
from the shareholders' preferential rights, the issue shall be made
on market terms.
The company's CEO shall be authorized to make the minor formal
adjustments of the resolution which may be required for
registration with the Swedish Companies Registration Office
(Sw. Bolagsverket).
Item 15: Resolution on amendment of the Articles of
Association
The board proposes that the annual general meeting resolves to
amend the company's Articles of Association in accordance with the
following:
- 1 Company name (proposed
wording "Company name")
Current wording
The Company's name is Alligator Bioscience AB. The company is a
public limited liability company (publ).
Proposed wording
The Company name is Alligator Bioscience AB. The Company is a
public limited liability company (publ).
- 7 Notice
Current wording
Notice of a general meeting shall be given by announcement in
the Swedish Official Gazette (Sw. Post- och Inrikes
Tidningar) and by keeping the notice available at the company's
website. Announcement that notice has been given shall at the same
time be given in Dagens Industri.
In order to be entitled to participate in the meeting,
shareholders shall both be recorded in a transcript or other
account of the entire share ledger pertaining to the circumstances
five business days before the meeting and notify the company
accordingly on the day specified in the notice. Such day may not be
a Sunday, other public holiday, Saturday, Midsummer's Eve,
Christmas Eve or New Year's Eve and not fall earlier than on the
fifth business day before the meeting.
A shareholder may bring one or two advisors to the general
meeting and only if the shareholder has notified the company of the
number of such advisors in accordance with the provisions of the
previous paragraph.
Proposed wording
Notice of a general meeting shall be given by announcement in
the Swedish Official Gazette (Sw. Post- och Inrikes
Tidningar) and by keeping the notice available at the Company's
website. Announcement that notice has been given shall at the same
time be given in Dagens Industri.
In order to be entitled to participate in the meeting,
shareholders shall notify the Company accordingly on the day
specified in the notice. This day may not be a Sunday, other public
holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve
and not fall earlier than on the fifth business day before the
meeting.
A shareholder may bring one or two advisors to the general
meeting and only if the shareholder has notified the Company of the
number of such advisors in accordance with the provisions of the
previous paragraph.
- 10 Record day provision
Current wording
The shareholder or trustee that on the record date is registered
in the share ledger and noted in the CSD register according to
chapter 4 of the Swedish Act (1998:1479) on Account Keeping of
Financial Instruments, or the person that is noted at a securities
account according to Chap. 4 Sec. 18 first section 6-8 in the same
act shall be entitled to exercise the rights pursuant to Chap. 4
Sec. 39 the Swedish Companies Act (2005:551).
Proposed wording
The Company's shares shall be registered in a record day
register pursuant to the Swedish Central Securities Depositories
and Financial Instruments Act (SFS 1998:1479).
The company's CEO shall be authorized to make the minor formal
adjustments of the resolution which may be required for
registration with the Swedish Companies Registration Office
(Sw. Bolagsverket).
PARTICULAR MAJORITY REQUIREMENTS
For valid resolutions on the proposals pursuant to items 14 and
15, the proposals have to be supported by shareholders representing
at least two-thirds of the votes cast as well as of all shares
represented at the annual general meeting.
GENERAL MEETING DOCUMENTS AND OTHER INFORMATION
Accounting documents, the audit report, the statement by the
auditor on the compliance of the applicable guidelines for
remuneration to senior executives and the complete proposals for
the resolutions pursuant to items 13-15 above are available at the
company (address above) and at the company's website
(www.alligatorbioscience.com) as from no later than three weeks
prior to the annual general meeting. Copies of the documents will
be sent to the shareholders that request it and states their
address and will also be available at the annual general
meeting.
The board and the CEO shall at the annual general meeting, if
any shareholder so requests and the board believes that it can be
done without significant harm to the company, provide information
regarding circumstances that may affect the assessment of items on
the agenda, circumstances that can affect the assessment of the
company's or its subsidiaries' financial position and the company's
relation to other companies within the group.
The total number of shares and votes in the company amounts to
71,388,615. The company does not hold any own shares.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in March 2020
ALLIGATOR BIOSCIENCE AB (PUBL)
The board of directors
About Alligator Bioscience
Alligator Bioscience AB is a clinical-stage biotechnology
company developing tumor-directed immuno-oncology antibody drugs.
Alligator's growing pipeline includes six lead clinical and
preclinical drug candidates: mitazalimab (ADC-1013), ATOR-1015,
ATOR-1017, ALG.APV-527 (co-developed with Aptevo Therapeutics
Inc.), ATOR-1144 and AC101 (in clinical development by Shanghai
Henlius Biotech Inc.). Alligator's shares are listed on Nasdaq
Stockholm (ATORX). The Company is headquartered in Lund, Sweden, and has approximately 55
employees. For more information, please visit
www.alligatorbioscience.com.
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|
Notice of annual
general meeting in Alligator Bioscience AB (publ)
|
For further information, contact:
Cecilia Hofvander
Director IR & Communications
+46-46-540-82-00
http://www.alligatorbioscience.com
ir@alligatorbioscience.com