Communiqué from the Annual General Meeting of Alzinova AB (publ) on 14 May 2020Date: 2020-05-14
Alzinova AB (publ) held its annual general meeting today, 14 May 2020, in Gothenburg. The annual general meeting elected Chairman of the Board Björn Larsson to chair the meeting. Anders Sandberg, alternate board member, was appointed to keep the minutes. The general meeting passed resolutions in in all proposed matters in accordance with the Board of Directors's and the shareholders Mivac Developments' and GU Ventures previously disclosed proposals. The resolutions passed are summarized below.
The annual general meeting resolved in accordance with the Board's proposal that no dividend be paid for the financial year 2019.
Board of Directors, auditor and fees
Björn Larsson, Clas Malmeström, Carol Routledge, Anders Waas and Pernilla Sandwall were re-elected as board members. Lena Degling Wikingsson and Per-Göran Gillberg were elected as new members of the board. As alternates, Anders Sandberg and Jesper Dahlberg were re-elected.
It was resolved that a fee amounting to two times the income base amount of 2020 be paid to the Chairman of the Board and a fee of one time the income base amount of 2020 to each of the other ordinary members of the Board.
The audit firm Ernst & Young Aktiebolag was re-elected as auditor, with Andreas Mast as auditor in charge.
The Board of Directors and the Managing Director were discharged from liability.
Authorization for the Board of Directors to issue shares, convertibles and subscription warrants
The annual general meeting resolved to authorize the Board of Directors during the period until the next Annual General Meeting, on one or more occasions, to resolve on a new issue of shares, subscription warrants, or convertible bonds with or without deviation from the shareholders’ preferential rights. If a new share issue is carried out with preferential rights for the shareholders, the number of additional shares issued shall not be subject to other limitations than those that are stipulated by the Articles of Association regarding share capital and number of shares at the time of the issue. If an issue is carried out with deviation from the shareholders' preferential rights, the total number of shares issued shall not exceed the number that results in a ten (10) percent dilution for existing shareholders.
Resolution to introduce long-term incentive programmes for the board and key personnel
The annual general meeting resolved in two separate decisions to introduce long-term incentive programmes, which shall be carried out through the issuance of subscription warrants to the board members of the company, in accordance with the proposal of shareholders Mivac Developments and GU Ventures, and to key personnel in the company, in accordance with the Board of Directors's proposal.
The two resolutions entail that the company shall issue no more than 160,000 subscription warrants, each of which entitling the holder to subscribe for one share in the company. The warrants shall be issued to the company's board members, with the subscription per member limited to no more than 10,833 warrants, and to employees and consultants of the company, with the CEO of the company having the right to subscribe for no more than 53,000 warrants, the CFO of the company no more than 21,000 warrants, and other executive employees (two persons) no more than 10,500 warrants each, in accordance with the proposals included in the convocation of the general meeting. The proposal further contains information regarding the dilutive effect from the resolutions.
"We are very happy to welcome Lena and Per-Göran as new board members of Alzinova AB. With their experience, the two of them will contribute valuable skills to the board as the Company now makes the transition into a new phase," says Björn Larsson, Chairman of the Board.
For more information, please contact:
Kristina Torfgård, CEO
Telephone: +46 70 846 79 75
Corpura Fondkommission AB
About Alzinova AB
Alzinova AB is engaged in pharmaceutical research and development for treatment of Alzheimer’s disease – one of our major health scourges, without efficient treatment options. The Company's patented technology enables the development of novel therapies, that with high precision could target the substances involved in the formation of the disease and render them harmless. Alzinova's focus is to develop a vaccine as a long-acting therapy for treatment and prevention of Alzheimer's disease. The vaccine is currently under preclinical development, in preparation for human clinical trials. The Company further conducts development relating to the disease. Alzinova was founded by researchers from the MIVAC research center at the University of Gothenburg, and by GU Ventures AB.