(Información remitida por la empresa firmante)
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
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