Communiqué from the annual general meeting of AlzeCure Pharma on 14 May 2024
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Läkemedel & Handel |
Today, 14 May 2024, the annual general meeting was held in AlzeCure Pharma AB (publ) (the “Company”). Below is a summary of the resolutions made. All resolutions were passed with the required majority.
Resolution regarding the adoption of the accounts and allocation of the Company’s result
The annual general meeting resolved to adopt the profit and loss statement and the balance sheet. The annual general meeting also resolved to allocate the Company’s result in accordance with the board of directors’ and the CEO's proposal, meaning that no dividend is paid to the shareholders, and that available funds are carried forward.
Discharge from liability for the members of the board of directors and the managing director
The annual general meeting resolved to grant discharge from liability to the members of the board of directors and the managing director for the financial year 2023.
Election of and remuneration to the board of directors and the auditor
The annual general meeting resolved, in accordance with the nomination committees’ proposal, on re-election of Thomas Pollare, Ragnar Linder, Janet Hoogstraate och Eva Lilienberg, and to elect Jan Lundberg as a new ordinary members of the board of directors. Thomas Pollare was re-elected as chairman of the board of directors.
Jan Lundberg has more than 25 years of experience in senior positions in global pharmaceutical companies, including as Global Head of Research at Astra and then AstraZeneca (1996-2009) and Global Head of Research and Development at Eli Lilly (2010-2018). He has led the development of more than 200 pharmaceutical candidates, with 30 approved products in several therapeutic areas, including Alzheimer's and pain. Jan Lundberg holds a PhD in pharmacology from Karolinska Institutet, and has taught as a professor. His research has resulted in over 500 published articles in peer-reviewed scientific journals and he is an honorary doctor at the Faculty of Pharmacology at Uppsala University and has received both the Fernström and Jahre Prize. Over the years he has also been active in several international regulatory committees. Currently, Mr Lundberg is a board member of four different pharmaceutical and biotechnology companies.
The annual general meeting further resolved that the remuneration to the board of directors shall be SEK 250,000 to the chairman and SEK 125,000 to each of the other board members who are not employed by the Company.
The annual general meeting also resolved to, in accordance with the nomination committees´ proposal, re-elect Grant Thornton AB as auditor and that the auditor shall be paid according to approved invoice. Grant Thornton AB has announced that the certified accountant Camilla Nilsson will be the auditor in charge.
Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the board of director's remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution to amend the Articles of Association
The annual general meeting resolved, in accordance with the Board's proposal, to amend the Articles of Association. The amendment inserts a new § 10, which enables the Board of Directors to decide that the General Meeting shall be held digitally.
Resolution on guidelines for remuneration of persons discharging managerial responsibility
The annual general meeting resolved, in accordance with the board of directors’ proposal, to adopt the guidelines for persons discharging managerial responsibility to apply until the annual general meeting of 2028 at the latest. In summary, the guidelines concern the terms of employment for the CEO and other senior executives. The guidelines shall apply to remuneration agreed after the adoption of the guidelines by the 2024 annual general meeting. The guidelines do not cover remuneration decided by the AGM. The following are the main elements of the Guidelines:
- The guidelines shall promote the Company's business strategy and long-term interests and sustainability and provide the Company with the conditions to recruit and retain qualified employees.
- Remuneration to persons discharging managerial responsibility consist of a fixed, and for certain senior executives, variable salary, other benefits and pension.
- The base salary shall be proportionate to the executive's skills, responsibilities, authority and performance. A review of the fixed salary shall be conducted on an annual basis for each calendar year.
- The variable remuneration shall not exceed an amount equivalent to six months' salary for each executive. The annual variable remuneration is based on performance in relation to individually defined qualitative and quantitative measures and performance of the Company in relation to targets set by the Board of Directors. The performance criteria set shall be established and documented annually.
- Other benefits for the Company consist of customary benefits according to local practice. Such other benefits may include, for example, medical insurance.
- The pension terms for persons discharging managerial responsibility shall be in line with the market in relation to what generally applies to corresponding executives in the market. The pension shall be based on defined contribution pension solutions or be covered by the general pension plan, either through the ITP plan or through individual occupational pension insurance within the framework of the ITP. Pensionable salary consists solely of basic salary.
- No severance benefits are paid. Apart from what follows from employment contracts as described above, the senior executives are not entitled to any benefits after termination of employment/assignment.
- The Board of Directors may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for this in an individual case and a deviation is necessary to meet the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. Special reasons may also include, for example, that a deviation is deemed necessary in order to recruit or retain key personnel or in extraordinary circumstances such as the Company achieving a certain desired result in a shorter time than planned.
Authorisation for the board of directors to resolve on new issues
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders’ pre-emptive right, to resolve on new issues of shares, warrants and/or convertibles that means issuing, subscribing to or converting a number of shares corresponding to a maximum dilution of 20 per cent of the total number of shares in the Company at the time of the resolution. The new issues can be carried out with or without a provision regarding contribution in kind, set-off or other provisions referred to in Chapter 13, Section 5, first paragraph 6, Chapter 14, Section 5, first paragraph 6 and Chapter 15, Section 5, first paragraph 4, of the Swedish Companies Act.
The purpose of the authorisation is to increase the Company’s financial flexibility and the board of directors’ scope of action.
The board of directors, or any other person that they appoint, shall be authorized to make such minor adjustments and clarifications to the resolution that may be required in relation to the registration of the resolution by the Swedish Companies Registration Office.
The board of directors’ and nomination committee’s complete proposals and other documentation in connection with the annual general meeting are available on the Company’s website www.alzecurepharma.se where the minutes from the annual general meeting will also be posted.