Notice of Annual General Meeting of Shareholders in NeuroVive Pharmaceutical AB (publ)
The Board of Directors of NeuroVive Pharmaceutical AB (publ) has issued a notice to the Annual General Meeting, which is to take place on Thursday, April 25, 2019, at 4 pm at Medicon Village, Scheelevägen 2 in Lund, Sweden.
Please see the attached notification, which is being announced within short in Svenska Dagbladet and Post- och Inrikes Tidningar.
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 62 20 (switchboard)
info@neurovive.com, www.neurovive.com
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About NeuroVive
NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase I (KL1333) for genetic mitochondrial diseases and one project in clinical phase II development for the prevention of moderate to severe traumatic brain injury (NeuroSTAT®). The R&D portfolio also consists of projects for genetic mitochondrial disorders, NASH and cancer. The company advances drugs for rare diseases through clinical development into the market, with or without partners. For projects for common indications the goal is out-licensing in the preclinical phase. A subset of compounds under NeuroVive’s NVP015 program has been licenced to Fortify Therapeutics, a BridgeBio company, for local treatment development of Leber’s Hereditary Optic Neuropathy (LHON). NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTCQX Best Market in the US (OTC: NEVPF).
Notice of Annual General Meeting of NeuroVive Pharmaceutical AB (publ)
The shareholders of NeuroVive Pharmaceutical AB (publ), corporate identity number 556595-6538, are hereby convened to the Annual General Meeting, held at 4 p.m. on Thursday, 25 April 2019 at Medicon Village, Scheelevägen 2, in Lund, Sweden, with admission for registration from 3.30 p.m.
Entitlement to participate and notification
Shareholders that wish to participate at the Annual General Meeting should
- be included in the share register maintained by Euroclear Sweden AB on Wednesday 17 April 2019, and
- notify the Company by email to anmalan@neurovive.com or, in writing to NeuroVive Pharmaceutical AB, Medicon Village, Scheelevägen 2, 223 81 Lund, Sweden, no later than Wednesday, 17 April 2018. Notifications must state full names, personal or corporate identity numbers, shareholdings, address, daytime telephone number, and where applicable, information on deputies or assistants (maximum of two). Where applicable, notifications should also enclose powers of attorney, certificates of registration and other legitimacy papers.
Nominee-registered shares
For entitlement to participate at the Annual General Meeting, shareholders with nominee-registered holdings with banks or other administrators must temporarily re-register their shares in their own name with Euroclear Sweden AB. Such re-registration must be complete by no later than Wednesday 17 April 2019, which means that shareholders that wish to conduct such re-registration must inform their administrator thereof in good time prior to the aforementioned date.
Proxies etc.
If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder to the Meeting. This power of attorney may not be older than one year, unless a longer term of validity (although subject to a maximum of five years) is stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy should also bring the relevant certificate of registration or corresponding legitimacy papers for the legal entity. To facilitate entry, a copy of the power of attorney and other legitimacy papers should be attached to the notification of attendance of the Meeting. Power of attorney forms are available from the Company’s website www.neurovive.se and can be sent by mail to shareholders that contact the Company stating their mail address.
Number of shares and votes
At the time of publication of this Notice, the total number of shares and votes of the Company is 185,952,591. The Company does not hold any treasury shares.
Proposed agenda:
0. Opening the Meeting.
1. Election of a Chair of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election or two persons to verify the minutes.
5. Consideration of whether the Meeting has been duly convened.
6. Chief Executive Officer's address.
7. Submission of the Annual Accounts and Audit Report and the Consolidated Accounts and Consolidated Audit Report.
8. Resolutions
a) On adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet.
b) On appropriation of the Company's earnings in accordance with the adopted Balance Sheet.
c) On discharging the Board members and Chief Executive Officer from liability.
9. Determination of the number of Board members.
10. Determination of Directors' and audit fees.
11. Election of a Board of Directors.
12. Resolution on guidelines for remuneration to senior executives.
13. Resolution on guidelines for the Nomination Committee.
14. Resolution on authorizing the Board of Directors to decide on the new issue of shares, warrants and/or convertibles.
15. Closing the Meeting.
Proposed resolutions in brief:
Election of a Chair of the Meeting (point 1)
The Nomination Committee proposes that the Annual General Meeting appoints Lawyer Annika Andersson, Cirio Law firm, as Chair of the Meeting.
Appropriation of profits (point 8 b)
The Board of Directors proposes that the Annual General Meeting disposes over the Company’s earnings in accordance with the Board of Directors’ proposal in the Annual Accounts. Additionally, the Board of Directors proposes that no dividend is paid for the financial year 2018.
Determination of the number of Board members and determination of Directors’ and audit fees (point 9 and 10)
The Nomination Committee proposes that the Annual General Meeting resolves that the number of Board members shall be five. The Nomination Committee also proposes that fees to Board members elected by the Annual General Meeting not employed by the Company and members of the Board of Directors’ various Committees not employed by the Company shall be payable as follows:
- SEK 400,000 to the Chair of the Board;
- SEK 250,000 each to other Board members;
- SEK 100,000 to the Chair of the Audit Committee;
- SEK 50,000 each to other members of the Audit Committee;
- SEK 40,000 to the Chair of the Remuneration Committee;
- SEK 20,000 each to other members of the Remuneration Committee.
Having considered the Company’s and the Board of Directors’ appraisal of the auditors’ work, the Nomination Committee proposes that as in the previous year, audit fees should be in accordance with approved account pursuant to customary billing terms. No fees shall be payable to members of the Nomination Committee.
Election of the Board of Directors (point 11)
The Nomination Committee proposes that the Annual General Meeting approves re-election of the following Board members: David Bejker, Denise Goode, David Laskow-Pooley and Jan Törnell. The Nomination Committee also proposes the election of Magnus Persson as Board member. The Nomination Committee proposes that David Laskow-Pooley is re-elected as Chair of the Board.
Magnus Persson, born 1960, is MD and associate professor in physiology at the Karolinska Institute in Stockholm. Persson has a large amount of experience in the fields of medicine, life sciences and biotech-financing. Persson has previously led development teams in clinical phase II and phase III programmes in the pharmaceutical industry and has founded and led private as well as public biotech and medtech companies, either as chairman or member of the board, in Europe and the USA. Persson has also been involved in multiple IPOs.
Resolution on guidelines for remuneration to senior executives (point 12)
The Board of Directors proposes that the Annual General Meeting approves the following guidelines for remuneration to senior executives:
Guidelines for remuneration and other employment terms for management primarily imply that the Company should offer its senior executives market remuneration, that the remuneration shall be subject to consultation by a dedicated Remuneration Committee within the Board of Directors, that the associated criteria shall constitute the senior executive’s responsibilities, role, competence and position. Remuneration to senior executives is decided by the Board of Directors excluding any Board members affiliated to the Company and management. The guidelines shall be applied to new agreements, or amendments to existing agreements reached between senior executives after the guidelines have been adopted, and until new or revised guidelines are determined. What is stipulated for NeuroVive also applies to the Group, where applicable. This proposal is basically identical to the guidelines approved for remuneration to senior executives in the previous year.
1. Basic principle
Salary and other remuneration, as well as any share-related incentive programs, shall be on market terms and shall be structured so that NeuroVive can attract and retain competent senior executives.
2. Fixed remuneration
Senior executives shall be offered fixed remuneration that is on market terms and based on the senior executive's responsibilities, roll, competence and position. Fixed remuneration shall be subject to annual review.
3. Variable remuneration
3.1. Short-Term Incentive (STI Bonus)
From time to time, senior executives and other key individuals may be offered variable remuneration. Such variable remuneration shall be on market terms and shall be based on the outcome of predetermined financial and individual targets. The terms and conditions and basis of computation of variable remuneration shall be determined for each financial year. Variable compensation is settled in the year after vesting and may either be paid as salary or as a lump-sum pension premium. Payment as a lump-sum pension premium is subject to indexation so the total cost for NeuroVive is neutral. The board shall decide on the amount of STI Bonus. The basic principle is that the yearly STI Bonus is capped at an amount corresponding to a portion of the fixed annual compensation for the current year:
| CEO | Management | Other key persons |
| 30% | 20% | 10% |
The total of the variable remuneration for senior executives (CEO and Management) may amount to a total maximum of SEK 2,300,000 including social securities. The amount could increase in the event the company hires additional employees.
3.2 Long-Term Incentive (LTI Bonus)
The LTI Bonus is a cash program in which the participants commit to use the cash paid out by the Company to acquire shares in the Company. The shares are acquired by the participants on the stock market. This shall apply in addition to the STI Bonus.
The decision regarding the annual amount available as LTI Bonus is built into the yearly bonus appraisal process to link yearly achievements to long term goals, to build employee shareholding in NeuroVive, and to retain employees. The amount of possible LTI Bonus will depend on the employee’s position and the ability to influence the performance of NeuroVive.
The participants are required to use the full amount of the LTI Bonus, net after income tax to acquire NeuroVive shares on the stock market. The company will pay the social security costs.
The shares acquired for the LTI Bonus will be locked in for a period of 3 years after the acquisition. An employee who resigns, is terminated or otherwise leaves the Company will be obliged to hold the shares acquired within the LTI Bonus for the full period of 3 years after acquisition notwithstanding the termination of their employment. In the event an employee or former employee breaches the terms of the LTI Bonus program, such as for example by failing to provide information on the status of their shareholding or prematurely disposing of their shareholding they will be subject to contractual sanctions including a penalty equal to the full amount of the LTI Bonus (including income tax, but excluding social security contributions thereon).
The board decides on the amount of LTI Bonus. The maximum amount in the LTI Bonus is capped at an amount corresponding to a portion of the fixed annual compensation for the current year:
| CEO | Management | Other key persons |
| 15% | 10% | 5% |
The total maximum cost for the above LTI Bonus is SEK 1,150,000 including social securities. The amount could increase in the event the company hires additional employees.
3.3 General principles for STI and LTI
When structuring variable remuneration that is payable to management in cash, the Board of Directors should consider introducing provisions such as:
- disqualification from future LTI Bonus in relation to an individual who sells his/her shares during the 3 year qualification period,
- making payment of a predetermined portion of such remuneration conditional so the performance on which vesting is based is demonstrably sustainable over time, and
- offers the Company the opportunity to reclaim such remuneration paid on the basis of information that subsequently proves manifestly erroneous.
4. Non-monetary benefits
Where the Board of Directors considers it appropriate and/or after individual consideration of an overall salary and remuneration structure, a senior executive may be entitled to additional healthcare insurance
5. Pension
Senior executives are entitled to market-based pension solutions in accordance with collective bargaining agreements and/or agreements with NeuroVive. All pension obligations should be defined contribution. Salary waivers may be utilized to increase pension provisions through lump-sum pension premiums, providing the total cost for NeuroVive is neutral.
6. Notice period
From NeuroVive’s side, the maximum notice period shall be six months for the Chief Executive Officer and a maximum of six months for other senior executives. The notice period from the Chief Executive Officer’s side shall be a minimum of six months, and from other senior executives’ side, shall be a minimum of three months. In addition to this notice period, severance pay subject to a maximum of six months’ salary plus fringe benefits may be payable to the CEO.
7. The consultative and decision-making process of the Board of Directors
The Board of Directors' Remuneration Committee consults on proposals for decision regarding salary and other employment terms for senior executives. Remuneration to senior executives is then decided by the Board of Directors, excluding any Board members who are affiliated to the Company and its management.
8. Share-related incentive programs approved by shareholders’ meetings
Through its Remuneration Committee, the Board of Directors shall consider the need for share-related incentive programs yearly, and where necessary, submit a proposal for resolution to the Annual General Meeting regarding a well-considered share-related incentive program for senior executives and/or other employees. Resolutions regarding any share and share price-related incentive programs targeted at senior executives shall be made by shareholders’ meetings
9. Information on previously approved remuneration that is not due for payment
There is no remuneration decided that is not due for payment.
10. Information on departure from the guidelines resolved by the Annual General Meeting
There has been no departure from the guidelines.
11. Other
The Board of Directors shall be entitled to depart from the above guidelines if the Board of Directors judges that there are special circumstances justifying this in an individual case.
Resolution on the guidelines for the Nomination Committee (point 13)
The Nomination Committee proposes that the work of the Nomination Committee for the Annual General Meeting 2020 should be conducted as follows:
- The Company shall have a Nomination Committee that shall consist of a member for each of the three largest shareholders in terms of votes, based on the shareholder statistics as of 30 September 2019, which the Company obtains from Euroclear Sweden AB. If such shareholder does not exercise its right to appoint a member, the right to appoint a member of the Nomination Committee shall transfer to the next largest shareholder in terms of votes. Coincident with the appointment of a new Nomination Committee, in an appropriate manner, the Chair of the Board shall contact the three largest shareholders identified and request them to nominate the person said shareholder intends to appoint as a member of the Nomination Committee in writing within a reasonable period in the circumstances, although not exceeding 30 days.
The majority of the Nomination Committee's members should be non-affiliated to the Company and its management. The Chief Executive Officer or other member of management should not be a member of the Nomination Committee. At least one of the members of the Nomination Committee should be non-affiliated to the largest shareholder of the Company in terms of votes, or group of shareholders that cooperate on the Company’s administration. Board members may be members of the Nomination Committee, but should not constitute a majority of Nomination Committee members. The Chair of the Board or other Board members should not be the Chair of the Nomination Committee. If more than one member is a member of the Nomination Committee, a maximum of one of these people should be affiliated to the Company’s largest shareholder.
Information on the definitively appointed Nomination Committee shall include the name of the three appointed members, as well as the name of those shareholders that appointed them, and shall be announced by no later than six months prior to the scheduled Annual General Meeting. The Nomination Committee’s term of office extends until a new Nomination Committee has been appointed. Unless the members agree otherwise, the chair of the Nomination Committee should be that member appointed by the largest shareholder in terms of votes. - If one or more of the shareholders that have appointed members of the Nomination Committee are no longer one of the three largest shareholders in terms of votes, members appointed by such shareholders shall put their places on the Nomination Committee at the Committee’s disposal, and that, or those, shareholders that have become one of the three largest shareholders in terms of the vote shall be entitled to appoint members. However, unless there are special circumstances, there shall be no changes to the composition of the Nomination Committee if only marginal changes to the number of votes have occurred, or any such change occurs later than two months prior to the Annual General Meeting. Shareholders that have appointed members of the Nomination Committee are entitled to dismiss such member, and appoint a new member of the Nomination Committee if the member appointed by said shareholder decides to leave the Nomination Committee. Changes to the composition of the Nomination Committee shall be announced as soon as they have occurred.
- The Nomination Committee shall prepare proposals on the following issues to be submitted to the Annual General Meeting for resolution:
a) a proposal regarding a Chair of the Meeting;
b) a proposal regarding the number of Board members elected by the Annual General Meeting, and where applicable, the number of auditors;
c) a proposal regarding fees to Board members not employed by the Company, and members of the Board’s various Committees not employed by the Company;
d) a proposal regarding audit fees;
e) a proposal regarding election of the Chair of the Board and other Board members, and where applicable, election of auditors;
f) a proposal regarding guidelines for appointing members of the Nomination Committee, and for the duties of the Nomination Committee;
g) a proposal regarding fees to members of the Nomination Committee.
- The Company’s Chair convenes the first meeting and shall ensure that the Nomination Committee receives relevant information regarding the results of the Board of Directors’ review of its work without delay. Such information shall be presented by January at the latest and shall contain information about the Board of Directors working methods and how effective its work is. Furthermore, the Chair shall be co-opted to the Nomination Committee’s meetings when required.
- On request from the Nomination Committee, the Company shall provide personnel, e.g. secretarial services in order to facilitate the work of the Nomination Committee. When required, the Company shall reimburse the Nomination Committee’s reasonable expenses, such as the cost of recruitment, and for any external consultants the Nomination Committee deems necessary in order to complete its assignment.
Resolution on authorization for the Board of Directors to decide on the new issue of shares, warrants and/or convertibles (point 14)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to decide on the new issue of shares, warrants and/or convertibles, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
The number of shares issued through this authorization may correspond to an increase of share capital of a maximum of fifteen per cent (15%) based on the total share capital of the Company at the time the Boards of Directors at first exploits the authorization.
Share issues should be at market subscription price, subject to reservation for a market discount where applicable, and apart from cash, payment may be as assets contributed in kind or through offset or subject to other terms and conditions.
The purpose of this authorization and the rationale for eventual waiving of shareholders' preferential rights, should be to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.
In order for such a resolution to be valid, the proposal must have the support of shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting.
Other
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda or the Company´s or Group´s financial position in accordance with chap. 7 § 32 of the Swedish Companies Act (2005:551).
The Board of Directors’ complete proposals as well as other documents according to the Swedish Companies Act will be held available at the Company’s office, Medicon Village, Scheelevägen 2, in Lund, Sweden and at the Company’s website www.neurovive.com from no later than three weeks prior to the Annual General Meeting, and will be sent to those shareholders that so request and state their mail address. The documents will also be held available at the General Meeting.
Processing of personal data
For information on how personal data is processed in relation the Meeting, see the privacy notice available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
THE BOARD OF DIRECTORS
NeuroVive Pharmaceutical AB (publ)
Lund, Sweden, March 2019
