(Información remitida por la empresa firmante)
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, eitherby 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 17thMay 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
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
(CONTINUA)