LUND,
Sweden, April 25, 2023 /PRNewswire/ --
Immunovia AB (publ), reg. no. 556730-4299, hereby gives notice
that the Annual General Meeting ("AGM") will take place on Friday
26th May 2023 at 9.00 at The Spark,
Scheeletorget 1, Medicon Village, in Lund.
Pursuant to section 9 of Immunovia AB's articles of association,
the board has resolved that shareholders may exercise their voting
rights at the AGM by post. Shareholders may therefore choose to
exercise their voting rights in person at the meeting, by proxy or
through advance voting via regular mail or e-mail.
Preconditions for participation
A shareholder who wishes to participate in the AGM must (i) be
recorded in the share register prepared by Euroclear Sweden AB
relating to the circumstances on 17th May 2023, and
(ii) notify its intention to participate in the AGM no later than
22nd May 2023, either by post to
"Bolagsstämma", Immunovia AB, Medicon Village, 223 63 Lund or via email to
bolagsstamma@immunovia.com, or by casting an advance vote in
accordance with what is set out below no later than
22nd May 2023. A participation notice shall contain
name and personal identity number or corporate registration number,
address, telephone number, registered shareholding in Immunovia AB
and number of attending assistants, if any (not more than
2).
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 17th May 2023. Such
registration may be temporary (so-called voting right registration)
and is requested from the nominee in accordance with the nominee's
procedures and such time in advance as the nominee determines.
Voting right registrations completed no later than
22nd May 2023 will be taken into account when
preparing the register of shareholders.
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",
Immunovia AB, Medicon Village, 223 63 Lund or via email to
bolagsstamma@immunovia.com. The voting form will be available
at the company's website https://immunovia.com/sv/bolagsstamma/.
The voting form must be received by the company no later than
22nd May 2023. The shareholder may not provide
special instructions or conditions in the voting form. If so, the
vote (i.e. the advance vote in its entirety) is invalid. Further
instructions and conditions are included in the voting form.
Submission of a voting form is considered as a notification of
participation.
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:
a.approval of the profit and loss account and balance sheet, and
the consolidated profit and loss statement and the consolidated
balance sheet
b.approval of allocations regarding the company's loss according to
the adopted balance sheet
c.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
a.Re-election Philipp von Hugo
b.Re-election Peter Høngaard Andersen (as Board member)
c.Election Vanessa Rollings
d.Election Helge Lubenow
e.Election Sven Andréasson
f.Election Peter Høngaard Andersen (Chairman of the Board)
g.Omval Mats-Åke Andersson (auditor)
h.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 Immunovia AB's Annual General
Meeting
- 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 Peter Lindvall
(representing Mikael Löfman), Mats Leifland (representing
Mats Ohlin) Ranny Davidoff
(representing himself) and Carl Borrebaeck in his capacity as
Chairman of the Board. Since Carl Borrebaeck was also one of the
three largest shareholders, he has made his seat (in his capacity
as a shareholder) available to the next shareholder. Carl
Borrebaeck has chosen, as from 13th April 2023, not
to participate in the nomination committee's work due to personal
reasons.
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 SEK 550,000 and each of
the other members of the board shall receive SEK 240,000. Remuneration for committee work is
proposed to amount to SEK 30,000 for
members of the audit and remuneration committees and SEK 50,000 for the chairmen of the audit and
remuneration committees. Travel expenses will be reimbursed in
accordance with company policy. Lastly, the nomination committee
proposes that the auditor's fees are to be paid as per approved
invoice.
- 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
Philipp von Hugo and Peter Høngaard
Andersen shall be re-elected as board members, and that
Vanessa Rollings, Helge Lubenow and Sven Andréasson shall be
elected as new board members.
After having founded the company and served as Immunovia's
Chairman of the Board since the start in 2007, Carl Borrebaeck has
himself elected not to stand for re-election at the Annual General
Meeting, and will thereby leave Immunovia's Board in order to
increase his involvement in his other development companies. Martin
Möller, Eric Krafft and Hans Johansson have declined
re-election.
Peter Høngaard Andersen is proposed to be elected Chairman of
the Board.
Vanessa Rollings
Vanessa Rollings is a senior
financial executive with over 25 years of experience assisting
healthcare, technology, and consumer & retail companies scale
their business. Vanessa's career reflects a demonstrated track
record of building and developing high-functioning finance and
accounting teams, leading corporate development, raising capital,
rapidly growing revenues, building out a business intelligence
function, managing investor relations, and executing M&A
transactions in domestic and global markets. Vanessa is currently
CFO of Big Health, a privately-held digital therapeutics company
providing safe and effective non-drug alternatives for the most
common mental health conditions. Previously, Vanessa was the Chief
Financial Officer of Tempus Labs, Inc., a privately-held, data
driven precision medicine company. She has held CFO roles at three
other companies, including a consulting firm with ~$100 million in annual revenues and a
health-tech venture capital firm. Prior to her CFO roles, Vanessa
was an investment banker focused on sell-side mergers &
acquisitions at William Blair. Vanessa has an MBA in finance and
marketing from the Kellogg School of Management at Northwestern University and a Bachelors of Business
Administration from the University of Notre Dame.
Vanessa Rollings is independent
in relation to the company, the company's management and the
company's major shareholders.. She currently holds no shares in
Immunovia.
Helge Lubenow
Dr. Helge Lubenow (*1968, German)
studied Biology and earned the doctoral degree at the University of
Cologne and the
Max-Planck-Institute in the field of genetics. After joining Qiagen
GmbH, Germany, in 1997, Dr.
Lubenow held various positions, most recently Senior Vice
President, Head of Molecular Diagnostic Business. During this time,
Dr. Lubenow also assumed positions in enterprises newly acquired by
Qiagen GmbH, such as Corbett Life Science, Sydney, Australia and Digene Inc.,
Gaithersburg, U.S.A. and was
responsible for integration of the respective enterprise. In 2016,
Dr. Lubenow founded her own consulting firm AGOS Consulting. From
2018 to 2019 she was the managing director of tesa Labtec GmbH a
manufacturer of pharmaceutical special dosage forms. In
January 2020 she was appointed as CEO
of Proteomedix AG, Zurich,
Switzerland, an organization engaged in prostate cancer
diagnostics for which she had served as a member of the board since
2017. Dr. Lubenow has many years of experience in the field of
molecular diagnostics within a broad network in the health sector,
in management consulting and is an expert for the in vitro
diagnostics industry in Europe,
Asia and the United States. Dr. Lubenow is an
independent member (within the meaning of the German Corporate
Governance Code) of the legally required supervisory boards of the
following companies: Biofrontera AG, Leverkusen, Germany (since December
2021); Epigenomics AG, Berlin,
Germany (since June 2016). Dr.
Lubenow is a member of the following comparable control committees
of domestic and foreign companies: Neracare GmbH, Frankfurt am Main, Germany; Human Gesellschaft für Biochemica und
Diagnostica mbH, Wiesbaden, Germany; Avelo AG, Schlieren, Switzerland. Helge
Lubenow is independent in relation to the company, the
company's management and the company's major shareholders. She
currently holds no shares in Immunovia.
Sven Andréasson
Sven Andréasson has more than 40 years' experience as an
executive in the life science industry. He started his career at
Kabi, Stockholm, where he became
CEO for the German, UK and Belgian subsidiaries. He subsequently
became head of the Biopharmaceutical division responsible for human
growth hormones, blood plasma products, and LMW heparin/
thrombolytic cardiovascular products. After the acquisition of
Pharmacia in 1989 he became President of Pharmacia International in
Brussels, Belgium and later
Pharmacia SA, Paris, France (today
part of Pfizer). From 1999 he served for nine years as the
President and CEO of Active Biotech, Lund
Sweden, a publicly traded company developing innovative
products for autoimmune diseases including multiple sclerosis
(partnered with TEVA) and for various cancers. He subsequently
became CEO of Beta-Cell NV, in Brussels, a company developing cell-based
treatments for diabetes. In February
2012 he became CEO of Isconova AB, a vaccine development
company acquired by Novavax Inc, MD, USA where he is Senior VP,
Business & Corporate Development. Sven Andréasson has an MSc in
business administration and finance from the Stockholm School of Economics. Sven Andreasson is independent in relation to
the company, the company's management and the company's major
shareholders. He currently holds no shares in Immunovia
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, HLB Auditoriet AB, is re-elected as
auditor of the company, with Martin
Gustafsson, HLB Auditoriet AB as deputy auditor.
- 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
Immunovia's CEO and the group's management team shall be considered
as "senior management".
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 16th March 2023 . The company does not hold any
of its own shares.
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 Swedish Company's Act
Chapter 7 § 32.
Processing of personal data
For information on how your personal data is processed, see the
privacy notice available on Euroclear's webpage,
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in April 2023
Immunovia AB (publ)
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 Immunovia
Immunovia is a diagnostic company with the vision to revolutionize
blood-based diagnostics and increase survival rates for patients
with cancer.
Our first product, IMMray™ 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™ PanCan-d started in August 2021 in the USA and IMMray™ PanCan-d is offered as a
laboratory developed test (LDT) exclusively through Immunovia, Inc.
For more information see: www.immunoviainc.com.
Immunovia collaborates and engages with healthcare providers,
leading experts and patient advocacy groups globally to make this
test available to all high-risk pancreatic cancer
groups.
The USA, the first market in
which IMMray™ PanCan-d is commercially available, is the world's
largest market for the detection of pancreatic cancer with an
estimated, addressable market size of 1.8 million individuals per
year who could benefit from our test.
Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm. For
more information, please visit www.immunovia.com
The following files are available for download:
https://mb.cision.com/Main/13121/3757211/2007904.pdf
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SOURCE Immunovia AB