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2016-04-08

Genovis AB: Notice of Annual General Meeting

Genovis AB will hold its Annual General Meeting of Shareholders at
5:00 p.m. on Thursday, May 12, 2016 at Scheelevägen 2 (Medicon
Village) in Lund. Participants may register upon arrival at the
reception desk by the main entrance.

4:30 p.m. - 4:50 p.m. Registration 5:00 pm Opening of the Annual General Meeting

Right to participate. Registration

Shareholders who are registered as in the shareholder register
maintained by Euroclear Sweden AB on May 6, 2016 and who have
notified the company of their intention to attend the Annual General
Meeting by no later than May 6, 2016 , preferably before 3:00 p.m.,
have the right to attend the Annual General Meeting. Notification may
be made by mail at Genovis AB (publ), Box 790, S-220 07 Lund, Sweden,
by phone +46 (0)46-10 12 30, by fax +46 (0)46-12 80 20 or by email:
info@genovis.com. Upon notification, shareholders must provide their
name/company name, personal identity number/corporate identity
number, address and phone number. Information about the number of
assistants (maximum two) that the shareholder intends to bring to the
meeting should also be included.

Shareholders who are represented by proxy shall issue a written,
signed and dated power of attorney for the proxy. Shareholders should
submit the power of attorney together with the notification of their
intention to participate at the AGM. The expiry date of the proxy
document may be no more than five years from its issue. Proxy forms
are available on the company's website, www.genovis.com.
Representatives of legal entities must present a copy of the
certificate of registration or equivalent authorization documents
showing the authorized signatory.

Shareholders whose shares are registered in the name of a nominee
must, in order to be entitled to attend the meeting, request that
their nominee re-register their shares in their own name, so that the
shareholder is registered in the shareholder register on May 6, 2016.
Such registration may be temporary.

Proposed Agenda

1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda
5. Election of individuals to verify the minutes.
6. Consideration of whether the meeting had been duly convened.
7. Presentation of the annual report and audit report, as well as the
consolidated accounts and audit report for the Group.

8. Speech by the Chief Executive Officer, after which shareholders
will have the opportunity to ask questions of the CEO, the Chairman
of the Board and the auditor.

9. Resolutions on:
a) adoption of the Income Statement and the Balance Sheet, as well as the Consolidated Income Statement and the Consolidated Balance Sheet,

b) allocation of the Company's result in accordance with the adopted balance sheet

c) on discharge from liability to the company of the Directors and the Chief Executive Officer.

10. Resolution regarding number members of the Board and deputy
members.

11. Resolution regarding from directors' fees.

12. Election of Directors and Chairman of the Board.

13. Resolution on fees to auditors.

14. Election of auditor

15. Appointment of members to the Nomination Committee and adoption
of guidelines for the Nomination Committee

16. Resolution on the Board of Directors' proposal for remuneration
guidelines for senior executives

17. Approval of the Board's resolution to issue new shares.

18. Resolution authorizing the Board of Directors to decide on the
issuance of shares.

19. Authorization of the Chief Executive Officer to make such
formal adjustments to the resolutions as may be necessary in
conjunction with registration and implementation thereof.

20. Adjournment.

Item 2 Proposal to chair the meeting

The Nomination Committee proposes that attorney Arne Källén chair the
meeting.

Item 9b Resolution on allocation of the Company's result in accordance
with the adopted balance sheet

The Board proposes that the statutory reserve be reduced to cover the
loss so that SEK -471,037 is carried forward.

Item 13 Resolution on fees to auditors

The Nomination Committee proposes that remuneration to the auditors
shall be paid on account.

Item 14 Election of auditor

The Nomination Committee proposes the registered auditing firm
PricewaterhouseCoopers AB ("PWC") to serve as auditor. PWC has
announced that in the event that PWC is selected, Magnus Willfors
will be appointed chief auditor.

Item 15 Appointment of members to the Nomination Committee and
adoption of guidelines for the Nomination Committee

The Nomination Committee proposes that the Committee for the 2017 AGM
will consist of representatives of the four largest shareholders as
of September 30, 2016. The Nomination Committee shall appoint a
chairman from among its members. It is incumbent upon the Chairman of
the Board to convene the Nomination Committee. Should a shareholder
decline to participate on the Nomination Committee, the right to
appoint a representative shall be transferred to the next largest
shareholder not represented in the committee. If deemed appropriate
as a result of ownership changes, the Nomination Committee shall
invite additional shareholders to join the Nomination Committee,
though the total number of members may not exceed five. In the event
a member of the Nomination Committee leaves the Committee before its
work is completed, the Chairman of the Board, if the Nomination
Committee deems necessary, shall invite the same shareholder or, if
the latter is no longer one of the major shareholders, the
shareholder next entitled, in terms of size of shareholding, to
appoint a replacement. Such a change shall be announced on the
company's website.

The Nomination Committee will prepare proposals for the 2017 Annual
General Meeting for resolution as regards chairman at the meeting,
Chairman of the Board and other directors, remuneration of directors
and auditors, and principles for appointing the Nomination Committee.
The Nomination Committee mandate runs until a new committee is
appointed.

The Nomination Committee proposes that remuneration will only be paid
for direct costs associated with the assignment.

Item 16 The Board of Directors' proposal for a motion regarding
remuneration guidelines for senior executives

The Board of Directors proposes that the AGM adopts the following
guidelines for remuneration to senior executives. These guidelines
are valid for employment agreements entered into after the guidelines
are approved by the AGM, and for amendments made afterward to
existing employment agreements. The basic principle is that
remuneration and other terms of employment for the management and CEO
will be competitive to ensure that Genovis AB can attract and retain
senior executives.

Fixed remuneration policy

The fixed remuneration to the management and the Chief Executive
Officer should be competitive and be based on the individual areas of
responsibility and performance.

Variable remuneration policy

Variable compensation will be limited and linked to predetermined
measurable criteria designed to promote long-term value creation for
the company. Variable compensation may not exceed a maximum of 25%
percent of the fixed salary and will be set per fiscal year.

The Board will consider on a yearly basis whether or not to propose a
share-related or market value-related incentive program to the Annual
General Meeting. The Annual General Meeting makes the decisions
regarding such incentive programs.

Conditions for non-monetary benefits, pensions, termination, and
severance pay

Pensions

Management and the CEO are entitled to a defined-contribution pension.

Termination and severance pay

For the CEO the notice period is 3 months for the company and 3 months
for the individual. For management personnel the notice period is 6
months for the company and 3 months for the individual. Moreover,
assuming that the company gave notice of termination, in certain
cases the CEO may be offered severance pay equivalent to the CEO's
monthly pay for 12 months including benefits.

The Company's undertaking in relation to senior executives and the
chief executive may amount to a maximum of SEK 1,419,336.

The Board of Directors may depart from these guidelines if there are
particular reasons in an individual case.

Item 17 Approval of the Board's resolution to issue new shares.

The Board proposes that the Annual General Meeting approve the Board's
proposal to conduct a preferential rights issue of shares in which
two (2) existing shares entitle the holder to subscription for one
(1) new share at a subscription price of one Swedish krona and
twenty-five öre (SEK 1.25). As a result of this resolution share
capital could increase by a maximum of SEK 4,607,846.75 through the
issuance of up to 18,431,387 shares.

In the event that all shares are not subscribed for on the basis of
subscription rights, allocation of shares shall be made within the
scope of the maximum amount of the share issue, The Board will
allocate the shares firstly to those who have subscribed for shares
on the basis of subscription rights, pro rata in relation to their
subscription on the basis of subscription rights, secondly to those
who have declared their interest to subscribe for shares without
subscription rights, pro rata in relation to their declared interest
and last to guarantors in proportion to their guarantee undertakings.

Following the completed rights issue, share capital will amount to a
maximum of SEK 13,823,540.50and the number of shares to 55,294,162.
The company will raise about SEK 23 million before issue expenses,
which are expected to be SEK 1.3 million, including SEK 825,000 in
guaranteed compensation to the underwriters. The issue will have a
dilutive effect of 33 percent on the holdings of those who do not
subscribe to the rights issue for their full stake.

Timetable for rights issue

Record date: May 19, 2016

Subscription period: May 23 - June 8, 2016

Last day of trading in the Genovis share

including subscription rights: May 17, 2016

First day of trading in the Genovis share

excluding subscription rights: May 18, 2016

Item 18 The Board's proposal authorizing the Board of Directors to
decide on the issuance of shares.

The Board proposes that the Meeting authorize the Board, on one or
more occasions until the next annual meeting, with or without
preferential rights for shareholders, to issue new shares,
convertible bonds or warrants. New shares may be paid for in cash
and/or in kind or set-off or on other terms. This decision would mean
that the

share capital is increased up to a maximum total of SEK 3,500,000
through the issuance of a maximum total of 14,000,000 shares at full
subscription. Upon full exercise of this authorization, share capital
will amount to a maximum of SEK 17,323,540.50 with a maximum of
69,294,162 shares, which corresponds to approximately 20% dilution.

The reason for the possible deviation from shareholders' preferential
rights is to broaden the ownership group, acquire, or facilitate the
raising of capital, increase the liquidity of shares, carry out
acquisitions, or procure or permit the raising of capital for
acquisitions. When deciding on issuances without preferential rights
for shareholders, the subscription shall be market-based at the time
of the issue resolution.

For a valid resolution under this item, the Meeting's resolution must
be supported by shareholders representing at least two thirds of both
the voting rights and the shares represented at the Meeting.

Documents

The annual report, audit report, articles of association, proxy forms,
and documents w...

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