STOCKHOLM, Aug. 31, 2020 /PRNewswire/ -- The Board of
Directors of Immunovia AB (publ), corporate identity number
556730-4299, hereby convenes an Extraordinary General Meeting on
Wednesday, September 23, 2020, at
16.00 in The Spark, Scheeletorget 1, Medicon Village, Lund.
Due to the continued spread of the coronavirus, precautionary
measures will be taken in connection with the meeting. The meeting
will be held as short as possible and no refreshments will be
offered. Shareholders, proxies and assistants who show the least
symptoms of illness, have close relatives who are ill or belong to
a risk group should not attend the meeting. Shareholders should
consider the possibility of voting through proxies. The company
follows the development of events closely and may, if necessary at
short notice, take further precautionary measures. We ask
shareholders to follow the company's website
www.immunovia.com for updated information.
Registration / right to attend the meeting
Shareholders who wish to participate in the Annual General
Meeting must be entered in the share register kept by Euroclear
Sweden AB on Tuesday 15 September
2020 and no later than Thursday 17
September 2020 announce their intention to participate in
the Annual General Meeting according to one of the following
alternatives: by letter to Immunovia AB, . Annual General Meeting,
Scheelevägen 8, 223 63 Lund or via e-mail at
bolagsstamma@immunovia.com. When registering, the name and social
security number or organization number, address, telephone number
and registered holding must be stated, as well as, where
applicable, information on the number of assistants (maximum
2).
Shareholders who have their shares nominee-registered through
the bank's notary department or other nominee must, in order to be
entitled to participate in the meeting, temporarily register the
shares in their own name with Euroclear Sweden AB. Such
registration must be completed on Tuesday,
September 15, 2020, which means that shareholders must
notify the nominee well in advance of this date.
If shareholders intend to be represented by a representative,
such shareholders are asked to send the original power of attorney
and other authorization documents and registration certificate to
the company at the above address no later than Thursday
17 September 2020. If the power of
attorney and other authorization documents are not submitted in
advance, the original power of attorney can be presented at the
meeting. Proxy forms are available from the company and on the
company's website, www.immunovia.com, and are sent on request to
shareholders who state their postal address.
The shareholders are reminded of their right to request
information in accordance with Chapter 7. Section 32 of the Swedish
Companies Act.
Proposed
agenda
1. Election of
chairman
2. Establishment and approval of the ballot
paper
3. Selection of one or two
adjusters
4. Examination of whether the meeting has been duly
convened
5. Approval of
agenda
6. Election of a new board
member
7. Update of decisions on fees to the board and
committees
8. Resolution on the Board's proposal for a resolution on a
new issue of warrants for key personnel
etc.
9. Closing of the meeting
The Board's proposal for a resolution at the Extraordinary
General Meeting of Immunovia AB (publ), 2020-09-23
§ 1 Election of chairman at the meeting
The Nomination Committee proposes that the Chairman of the
Board, Carl Borrebaeck, shall be the Chairman of the Meeting.
§ 6 Election of a new board member
The Nomination Committee proposes that the Board be expanded by
one member, and thus consist of seven members without deputies. The
current but resigning CEO Mats Grahn
is proposed as a new member of the Board.
For the past more than 7 years, Mats
Grahn has been the CEO of Immunovia AB and built up the
company from the ground up. Mats
Grahn has a total of more than 30 years of experience in
leading positions in the Life Science and diagnostics industry,
which includes knowledge in business management, business
development, strategic development, marketing, product management,
product development and market access. Mats
Grahn has led international and commercial business
organizations, restructured marketing organizations, integrated
acquired companies, and run start-ups. A large part of Mats Grahn's experience comes from leadership in
multinational management teams and organizations in Scandinavia,
Europe, the USA and Asia.
Previous positions include CVP Marketing at Dako A / S, VP Product
Management at GE Healthcare, VP Marketing at Amersham Biosciences,
VP Laboratory Separations at Pharmacia Biotech and VP at Prevas
Bioinformatics.
§7 Update of decisions on fees to the board and
committees
The Nomination Committee proposes that the AGM resolves to
update the AGM resolution on fees to the Board members so that the
Board members are remunerated with SEK
240,000 each, and the Chairman of the Board with
SEK 550,000. It is proposed that the
chairman of the audit committee and the remuneration committee be
remunerated with SEK 50,000 and the
other members of the said committee with SEK
30,000. Travel expenses are reimbursed according to the
company's policy. It is proposed that the auditor be remunerated as
previously approved in accordance with the approved invoice.
§ 8 The Board's proposal for a decision on a new issue of
warrants for key persons etc.
The Board of Directors proposes that the Annual General Meeting
decide on an incentive program for the company's senior executives
and employees. The purpose of the proposed program is to ensure a
long-term commitment among the participants through an incentive
that is linked to the company's future value growth.
For the implementation of the incentive program, the Board of
Directors proposes that the
Annual General Meeting resolves on (i) issue of warrants
deviating from the shareholders' preferential rights, and (ii)
approval of the transfer of warrants to senior executives and other
staff, on the following
terms:
1. It must be possible to issue a maximum of 450,000
warrants.
2. The right to subscribe for the warrants shall, with
deviation from the shareholders' preferential rights, accrue to the
wholly owned subsidiary Immunovia Incentive
AB.
3. The warrants shall be issued free of
charge.
4. Subscription of the warrants shall take place on a
special subscription list during the period 24 September 2020 to 30
September 2020, with the right for the Board to extend the
subscription
period.
5. Each warrant entitles the holder to subscribe for one
(1) share in the
company.
6. Subscription of shares with the support of the warrants
shall be able to take place during the period from 1 June 2024 to 30 June
2024.
7. The subscription price per share shall correspond to
220% of the volume-weighted average price of the share on the ten
(10) trading days immediately preceding the day of the AGM
decision. The subscription price and the number of shares to which
each option entitles may be subject to recalculation as a result of
a bonus issue, split, rights issue and similar measures, in which
case the applicable conversion terms shall be
used.
8. The warrants shall be transferred by Immunovia
Incentive, on one or more occasions, against payment to senior
executives and other personnel operating within the Group, in
accordance with the guidelines specified in item
10.
9. The transfer in accordance with paragraph 8 shall take
place at market value at the time of the transfer, which shall be
determined by independent valuers, using the Black & Scholes
valuation
model.
10. Allocation of warrants shall take place in accordance
with the following guidelines:
Position Number of warrants
CEO no more than 250,000
Other senior executives a maximum of 15,000 per person
(total maximum 30,000)
Other employees not more than 4,000 per person (total not
more than 170,000)
Guaranteed allocation will not occur. Oversubscription cannot
take place. The first allocation is expected to take place during
September / October
2020.
11. Of warrants that remain after the first allotment,
allotment may subsequently be made to future employees and
executives at the market value in force at any given time in
accordance with the allotment principles stated above. Transfer of
warrants may not take place after the 2021 Annual General
Meeting.
12. Assuming that all 450,000 warrants are exercised for
subscription of new shares, the company's share capital will
increase by a maximum of SEK
22,500.
13. The Board, or the person appointed by the Board, shall
be authorized to make the minor adjustments that may prove
necessary for the registration of the decision with the Swedish
Companies Registration Office and Euroclear Sweden AB.
14. Other conditions for the warrants, such as the right to
dividend for shares subscribed for on the basis of the warrants,
appear from "Terms and conditions for warrants in Immunovia AB
(Employee stock options 2020/2024)".
The reason for deviating from the shareholders' preferential
rights is that it is considered in the interest of all shareholders
that certain key persons important to the company, either already
employed or those whom the company wishes to recruit, have a
long-term interest in the company's shares developing well. A
long-term ownership commitment is expected to stimulate an
increased interest in the business and earnings development as a
whole as well as increase the motivation for the participants and
aims to achieve an increased common interest between the
participating and the company's shareholders.
The Board proposes that the Board be given the right to also
decide on the introduction of an alternative cash-based incentive
program for key persons in countries where the allotment of
warrants is not appropriate for various reasons. Such an
alternative incentive program shall, as far as is practically
possible, be designed in such a way that its financial effect for
the key person corresponds to the terms of this current incentive
program based on warrants. The total cost to the company for such
an alternative incentive program may not exceed $ 795,000.
A valid resolution of the Annual General Meeting in accordance
with the Board's proposal requires that the resolution be supported
by shareholders representing at least nine tenths of both the votes
cast and the shares represented at the meeting.
Preparation of the Board's proposal for incentive program
2020/2024, costs for the program, other outstanding share-related
incentive programs, dilution, etc.
The proposal in accordance with item 8 has been prepared by the
Board and in accordance with guidelines from the Remuneration
Committee and in consultation with external advisers.
Valuation
Acquisition of the warrants shall take place at a price
corresponding to their market value, which means that no social
security contributions shall arise for the Group in connection with
the issue of warrants. According to a preliminary valuation, the
market value of the warrant is based on a market value of the
underlying share of SEK 183.86
SEK 10.64 per option, assuming an
exercise price of SEK 404.48 per
share. Black & Scholes' valuation model has been used for the
valuation, assuming a risk-free interest rate of -0.256 percent and
a volatility of 37.5 percent, and taking into account that no
expected dividend and other value transfers to shareholders will
take place during the term of the program.
Costs
As the warrants are to be issued free of charge to Immunovia
Incentive and transferred to employees on market terms, no future
costs for social security contributions are charged to the company
in connection with the warrants. Against this background, there is
no need to hedge the program. The program is not considered to have
a significant impact on important key figures.
As stated above, the maximum total cost to the Company for the
alternative incentive program is $
795,000.
Dilution
The total number of registered shares and votes at the time of
this proposal is 22,603,081. The maximum dilution effect of the
issue of warrants is estimated to amount to a maximum of
approximately 1.95 percent of the total number of shares and votes
in the company (calculated based on the number of existing shares
in the company ), provided full subscription of warrants and
exercise of all offered warrants. The dilution effect of according
to this section taking into account full subscription and exercise
of all outstanding warrants in the company is estimated to amount
to approximately 3.20 percent of the total number of shares and
votes in the company, provided that full subscription of warrants
and exercise of all warrants in the company.
Other outstanding share-related incentive programs
For other share-related incentive programs, please refer to the
company's annual report for 2019 and the company's website.
Number of shares and votes
The total number of shares in the company as of the date of this
notice amounts to 22,603,081 shares with the corresponding number
of votes. The company does not hold any own shares.
Documents to the meeting
Documents prior to the Annual General Meeting, including the
Board's complete proposal, proxy form, most recently approved
annual report, the Board's report on significant events that have
occurred since the annual report was submitted and the auditor's
opinion on this, are available at the company at the address above
and on the company's website, www.immunovia.com, no later than
three weeks before the Annual General Meeting. Copies of the
documents are sent to the shareholders who request it and state
their postal address.
Processing of personal data
For information on how your personal data is processed, see
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Lund in August 2020
Immunovia AB (publ)
The Board
For more information, please contact:
Julie Silber, Director of
Investor Relations, Immunovia
Email: julie.silber@immunovia.com
Tel: +46 7 93 486 277
About Immunovia
Immunovia AB is a diagnostic company that is developing and
commercializing highly accurate blood tests for the early detection
of cancer and autoimmune diseases based on Immunovia's
proprietary test platform called IMMray™. Tests are based on
antibody biomarker microarray analysis using advanced
machine-learning and bioinformatics to single-out a set of relevant
biomarkers that indicate a certain disease. Thus, forming a unique
"disease biomarker signature".
The company was founded in 2007, based on cancer studies and
ground-breaking research in the Department of Immuntechnology at
Lund University and CREATE Health
Cancer Center, Sweden.
The first product, IMMray™ PanCan-d, is undergoing clinical
evaluation in some of the world's largest clinical studies for
pancreatic cancer, PanFAM-1, PanSYM-1 and PanDIA-1 and is
currently in the final validation for sales start Q4 2020.
When validated, IMMray™ PanCan-d will be the first blood-based test
for early diagnosis of pancreatic cancer on the market, with a
potential to significantly improve patient survival and
outcome.
Immunovia Dx Laboratories located in Marlborough, Massachusetts, USA and
Lund, Sweden will provide
laboratory testing services in two accredited reference
laboratories.
Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm. For
more information, please visit www.immunovia.com.
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SOURCE Immunovia AB