STOCKHOLM, Oct. 30, 2019 /PRNewswire/ -- Moberg
Pharma AB (publ)'s ("Moberg Pharma" or the "Company") Annual
General Meeting took place today in the Company's premises in
Bromma. The Annual General Meeting resolved in accordance with the
Nomination Committee's and Board of Directors' proposals, including
a payment to the shareholders of SEK
46.50 for each existing ordinary share.
Adoption of the income statements and the balance
sheets
The Annual General Meeting approved the income statements and the
balance sheets for the abbreviated financial year 2019.
The Annual General Meeting resolved, in accordance with the
proposal of the Board of Directors, that no dividend should be paid
for the abbreviated financial year 2019. However, as set forth
below, the Annual General Meeting resolved in accordance with the
Board of Directors' proposal on a payment of in total approximately
SEK 837 million, SEK 46.50 for
each existing ordinary share, to the shareholders through an
automatic share redemption procedure.
The Annual General Meeting discharged the Board members and the
Chief Executive Officer from liability for the abbreviated
financial year 2019.
Board of Directors
In accordance with the proposal of the Nomination Committee, the
Annual General Meeting resolved that the Board of Directors shall
consist of four persons and no deputies.
The Annual General Meeting resolved re-election of the executive
Chairman Peter Wolpert and Board
members Mattias Klintemar, Andrew B.
Hochman and Fredrik Granström, for a period until the end of
the next Annual General Meeting.
The Annual General Meeting resolved, in accordance with the
proposal of the Nomination Committee, that an aggregate annual fee
of SEK 870,000 shall be paid to the
Board members, of which SEK 360,000
to the Chairman of the Board of Directors and SEK 170,000 to each of the other Board members
elected by the General Meeting. In order to compensate for the
additional work that Peter Wolpert
will perform in the Company in the capacity of executive Chairman
of the Board, the Annual General Meeting also resolved on a fee of
SEK 61,000 per month to Peter Wolpert (a total of SEK 732,000
annually, and together with ordinary fees for the Chairman of the
Board of Directors SEK 1,092,000).
Fees to the Auditors, for a period until the end of the next
Annual General Meeting, are to be paid as per approved invoice.
Nomination Committee
The Annual General Meeting resolved, in accordance with the
proposal of the Nomination Committee, that the Company shall have a
Nomination Committee consisting of four members. The Nomination
Committee shall comprise one representative of each of the
three largest shareholders or owner groups in the Company in
terms of votes as per September
30th, 2020, besides the Chairman of the Board of
Directors.
Principles for remuneration
The Annual General Meeting resolved to approve the Board of
Director's proposal for principles of remuneration to senior
executives in Moberg Pharma.
Conversion of the Company's financial year
The Annual General Meeting resolved, in accordance with the
proposal of the Board of Directors, to convert the Company's
financial year from broken financial year, 1 July - 30 June, to
calendar year and to make thereto related amendments to the
articles of association, whereby the last day of the current
financial year will be December
31th, 2020.
Payment of a waiver fee to the purchaser of the Company's
OTC-business
The Annual General Meeting resolved, in accordance with the
proposal of the Board of Directors, to pay a waiver fee in an
amount of SEK 971,439 to the
purchaser of the Company's OTC-business.
Automatic share redemption procedure
The Annual General Meeting resolved on an automatic share
redemption procedure, entailing a share split (2:1), redemption of
ordinary shares and a bonus issue corresponding to the reduction of
the share capital, in accordance with the proposal of the Board of
Directors. The procedure includes a payment to the shareholders in
an amount of SEK 46.50 for each existing ordinary share,
corresponding to a total of SEK
837,368,326.50. However, ordinary shares held by the Company
will be redeemed without payment. Simultaneously with the
redemption of ordinary shares, a redemption of 660,843 shares of
series B will be made in accordance with the Board of Directors'
resolution pursuant to the redemption clause in the articles of
association.
The record date for the share split will be November 5th, 2019, which means that
the last day of trading in the ordinary shares with the right to
receive ordinary redemption shares, is November 1st, 2019. Payment of the
redemption amount will be made through the agency of Euroclear on
November 26th, 2019.
The Annual General Meeting further authorised the CEO, or whom
the CEO may appoint, to make any minor amendments and
clarifications of the Annual General Meeting's resolutions that are
required in connection with the filing with the Companies
Registration Office and Euroclear.
Authorization to issue shares
The Annual General Meeting resolved, in accordance with the
proposal of the Board of Directors, to authorize the Board of
Directors to, within the scope of the articles of association, with
or without deviation from the shareholders' preferential right, on
one or several occasions during the period until the next Annual
General Meeting, resolve to increase the Company's share capital by
issuing new shares in the Company. The total number of shares
issued in accordance with this authorization may be equivalent to a
maximum of 20 percent of the shares in the Company at the time of
the Annual General Meeting on October
30th, 2019.
The Annual General Meeting authorized the Board of Directors,
the CEO or whomever the Board of Directors appoints, to make such
minor adjustments and clarifications regarding the Annual General
Meeting's resolution that may prove necessary in connection with
the registration with the Companies Registration Office and
Euroclear.
CONTACT:
For additional information, please contact:
Anna Ljung, CEO, telephone:
+46-707-66-6030, E-mail: anna.ljung@mobergpharma.se
Mark Beveridge, Vice President
Finance, telephone: +46-8-522-307-00, e-mail:
mark.beveridge@mobergpharma.se
About this information
The information was submitted for publication at 5:30 p.m. (CET) on October
30th, 2019 through the contact persons above.
This information was brought to you by Cision
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Bulletin from Moberg
Pharma’s AGM on October 30th , 2019
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SOURCE Moberg Pharma