STOCKHOLM, June 28, 2022 /PRNewswire/ — The Annual General Meeting in Oncopeptides AB (publ) (ONCO) was held on Tuesday, 28 June 2022. At the Annual General Meeting, the following principal resolutions were passed.
The presented annual report was adopted, and the members of the Board of Directors and the CEOs were discharged from liability in respect of the financial year 2021.
It was resolved to carry forward the result for the year in accordance with the Board of Directors’ proposal.
The proposed remunerations to the Board of Directors, the Board of Directors’ committees and the Company’s auditor were approved.
Per Wold-Olsen, Brian Stuglik, Cecilia Daun Wennborg, Jarl Ulf Jungnelius, Per Samuelsson and Jennifer Jackson were re-elected as board members. Per Wold-Olsen was also re-elected as Chairman of the Board of Directors.
Ernst & Young AB was re-elected auditor of the company, with the request for Anna Svanberg as auditor in charge.
It was resolved to approve the Board of Directors’ proposal regarding remuneration report.
It was resolved to adopt the proposed new articles of association.
It was resolved, in accordance with the Nomination Committees proposal, to introduce a long-term shareholder program for members of the Board of Directors («Board SHP 2022»). The program is share based and intended for main owner independent members of the Board of Directors. Board SHP 2022 is a program under which the participants will be granted share awards («Share Awards») that entitle to not more than 245,000 ordinary shares in Oncopeptides. The number of share awards that shall be awarded to each participant shall correspond to 50 per cent of the remuneration for ordinary board work, for the respective participant divided by the volume weighted average price of the Oncopeptides share on Nasdaq Stockholm for the 10 trading days preceding the grant date. The number of share awards shall correspond to a certain amount (SEK 750,000 to the Chairman and SEK 300,000 to each of the other main owner independent members of the Board of Directors). The Share Awards shall be granted to the participants as soon as practicable after the Annual General Meeting (the «Grant Date»). The Share Awards shall vest after approximately one year (corresponding to one year of service as a Board member), corresponding to the earlier of the day before (i) the Annual General Meeting 2023 or (ii) 1 July 2023 (the «Vesting Date»), provided that the participant is still a Board member of Oncopeptides on said date.
Each vested share award entitles the holder to receive one share in the Company without any compensation being payable as soon as practicable three years after the Grant Date. It was further resolved, in accordance with the Nomination Committees proposal to authorize the Board of Directors to resolve on a directed share issue of class C shares, authorize the Board of Directors to repurchase issued class C shares and transfer of own ordinary shares.
It was resolved, in accordance with the Board of Directors’ proposal, to introduce a long-term performance based incentive program for the Company´s employees and consultants («Co-worker LTIP 2022»). The program is share based and intended for the Company´s employees and consultants. Co-worker LTIP 2022 is a program under which the participants will be granted, free of charge, share awards subject to performance vesting («Share Awards») that entitle to not more than 3,860,849 ordinary shares in Oncopeptides. The number of share awards that shall be awarded to each participant shall correspond to the yearly allocation (which is a percentage of the base salary) divided by the volume weighted average price of Oncopeptides´ share on Nasdaq Stockholm for the 10 trading days preceding the grant date. The share awards are subject to performance vesting based on the development of the price of the Company’s share over the period from the date the Share Awards are allocated («Grant Date») up to and including the third anniversary of the Grant Date (the «Vesting Date»). Each vested share award entitles the holder to receive one share in the Company without any compensation being payable provided that the holder is still an employee of Oncopeptides at the relevant times of vesting. It was further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to resolve on a directed share issue of class C shares, authorize the Board of Directors to repurchase issued class C shares and transfer of own ordinary shares.
It was resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on terms. The purpose of the authorization is to increase the financial flexibility of the company and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason for this must be to finance an acquisition of operations or, alternatively, to procure capital to finance project development. The number of shares issued under the authorization, or the number of shares created in connection with exercise of warrants or conversion of convertibles, may not correspond to a dilution of more than 20 per cent of the total number of shares outstanding at the Annual General Meeting’s resolution on the proposed authorization, after full exercise of the authorization.
It was resolved to adopt the proposed updated guidelines for remuneration to the senior management.
For further information, please contact:
Rolf Gulliksen, Global Head of Corporate Communications, Oncopeptides AB (publ)
-E-post: rolf.gulliksen@oncopeptides.com
Mobil: + 46 70?262 96 28
The above information was released for public disclosure on 28 June 2022 at 14:00 (CEST).
About Oncopeptides
Oncopeptides is a biotech company focused on research and development of pharmaceuticals for difficult-to-treat haematological diseases. The company uses its proprietary PDC platform to develop peptide-drug conjugated compounds that rapidly and selectively deliver cytotoxic agents into cancer cells. The first drug coming from the PDC platform, Pepaxto® (INN melphalan flufenamide), was granted accelerated approval in the U.S., on February 26, 2021, in combination with dexamethasone, for treatment of adult patients with relapsed or refractory multiple myeloma. Due to regulatory hurdles the product is currently not marketed in the U.S. On June 23, 2022, CHMP adopted a positive opinion recommending full approval of Oncopeptides Pepaxti® (melphalan flufenamide), in EU in patients with triple class refractory multiple myeloma. Oncopeptides is developing several new compounds based on the PDC platform. The company is listed in the Mid Cap segment on Nasdaq Stockholm with the ticker ONCO. More information is available on www.oncopeptides.com.
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