Registration and notification
Shareholders who wish to participate in the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on Tuesday, September 20, 2016, and give notice of intent to participate to the Company not later than 4 p.m. on Thursday, September 22, 2016 by either letter to Oasmia Pharmaceutical AB, Vallongatan 1, SE-752 28 Uppsala, Sweden, by fax: +46 18 51 08 73 or by e-mail: firstname.lastname@example.org, including the number of assistants. Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, temporarily be recorded in the share register in their own names (so called voting-rights registration) to be able to participate in the General Meeting. Such registration must be effectuated on, September 20, 2016, at the latest. Shareholders represented by an agent shall to the agent issue a written, dated proxy and shall submit the proxy to the Company prior to the Annual General Meeting. The proxy and any other authorization documents, such as registrations, shall be available at the Meeting. Such authorization documents should also be attached to the notice. For those who wish to be represented by agents, the Company will provide proxies which will be available on the Company website, https://www.vivesto.com.
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two verifiers
- Determination as to whether the Meeting has been properly convened.
- Presentation by the Chief Executive Officer
- Presentation of the Annual Report and the Consolidated Accounts as well as the Audit Report and the Audit Report for the Group
- Resolution on
a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
b) dispositions in respect of the Company’s profit or loss pursuant to the adopted Balance Sheet
c) discharge from liability of the Directors and the Chief Executive Officer
- Determination of the number of Directors
- Determination of fee to the Board of Directors and the Auditors
- Election of Board of Directors, Chairman of the Board of Directors and auditors
- Decision on the nomination committee prior to the 2017 Annual General Meeting
- Decision on remuneration guidelines for senior executive management
- Decision on authorization of repurchase and transfer the company´s own shares
- Decision on authorization for the Board to propose new issue of share, warrants and convertibles
- Closing of the Meeting.
PROPOSALS FOR DECISION
The nomination committee has had one meeting during the year and proposes as follows
Item 2 Proposal of Erik Nerep as Chairman of the Meeting. Item 10 Six members without deputies. Item 11 Board members who are not employed by the Company shall receive remuneration of SEK 150 000 per year. The Chairman of the Board shall receive remuneration of SEK 175 000. The Board remuneration may, following a specific agreement with Oasmia Pharmaceutical AB, be invoiced by a company that is wholly-owned by the board member. If this occurs, the invoiced remuneration shall be increased by an amount corresponding to social charges and VAT. Julian Aleksov has informed that he renounce his remuneration until the next annual general meeting. The auditors shall be remunerated according to invoice. Item 12 Re-election of Julian Aleksov, Horst Domdey, Bo Cederstrand Alexander Kotsinas, Lars Bergkvist and Hans Sundin. Julian Aleksov is proposed as Executive Chairman of the Board of Directors. Ernst & Young AB is proposed as auditing company, with Fredrik Norman as principal auditor. Item 13 The nomination committee proposes the following criteria for the nomination committee process prior to the 2017 Annual General Meeting. The nomination committee shall consist of the chairman of the board and two other members appointed by the two largest shareholders in terms of voting rights in Oasmia Pharmaceutical as of September 30, 2016. The committee shall elect its chairman among its members. The chairman of the board may not serve as a chairman of the nomination committee.
The Board of Directors proposes as follows
Proposal for resolution on the dispositions in respect of the Company’s profit/loss pursuant to the adopted Balance Sheet (item 9b)
The Board proposes that no dividends shall be paid and that share premium reserve SEK 941 960 675, accumulated losses SEK -489 921 393 and income for the year SEK -141 673 259, in total SEK 310 366 023 will be carried forward.
Proposal for resolution on remuneration guidelines for senior executives (Item 14).
The Board of Directors proposes the following guidelines for remuneration to senior executives that are intended to apply as of the 2016 Annual General Meeting until the 2017 Annual General Meeting. By senior executives is meant the CEO and other members of the management team at Oasmia, as well as members of the Board to the extent they receive remuneration for other work than their Board assignment.
Pay and other benefits
Remuneration to senior executives shall consist of fixed salary, pension allocations and health insurance.
Period of notice and severance pay
In the event of termination on the part of the Company, the period of notice for the CEO shall be no more than 12 months. In the event of termination on the part of the CEO, the period of notice shall be no more than three months. For other people in the Company management, the period of notice shall normally be six months if termination is initiated by the Company, and three months if termination is initiated by the employee. No special severance pay shall be paid.
A decision regarding any shares and share price-related incentive programs aimed at people in the Company management shall be made by the General Meeting.
The more detailed principles for salary payment to the CEO and other members of the Company management shall be documented in a policy established by the Board.
Deviation in individual cases
The Board shall be entitled to deviate from said guidelines if there are special grounds in an individual case. If such a deviation is made, information on this and the reason for the deviation shall be reported at the next Annual General Meeting.
Proposal for the authorization of repurchase and transfer the Company´s own shares (Item 15)
The Board of Directors proposes that the Meeting authorizes the Board of Directors to resolve to repurchase, on one or several occasions prior to the next annual general meeting, as many shares as may be purchased without the Company’s holding at any time exceeds 10 per cent of the total number of shares in the Company. The shares shall be purchased on NASDAQ Stockholm and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price.
The Board of Directors also proposes that the Board of Directors shall be authorized to resolve, on one or several occasions during the period until the next annual general meeting, to transfer all shares held by the Company, via NASDAQ Stockholm or in connection with the acquisition of companies, businesses or parts thereof on market terms, however, not to a price lower than current stock market value. Transfer of shares on the NASDAQ Stockholm may at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price
The purpose of the proposed authorizations is to provide flexibility as regards the Company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the Company.
Authorization for the Board to propose new issue of share, warrants and convertibles (Item 16)
The Board of Directors proposes that the General Meeting of Shareholders resolves to authorize the Board of Directors to, on one or several occasions during the period up to the next annual General Meeting of Shareholders, resolve on an issue of shares, warrants and/or convertible instruments. The Board of Directors shall be authorized to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. The new shares, warrants and/or convertible instruments shall, in the event of a deviation from the shareholders’ pre-emption rights, be issued at a subscription price which connects to the stock price at the time of the issue, decreased by a market rate discount that the Board of Directors deems necessary (if any).
The reason that the Board of Directors shall be authorized to resolve on an issue with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above is that the Company shall be able to issue shares, warrants and/or convertible instruments in connection with acquisitions of companies or businesses and to carry-out directed issues in order to raise capital or broaden the ownership of the Company. The Board of Directors shall however not be entitled to make resolutions which entail that the share capital is increased with more than SEK 3 500 000.
It is also proposed that the Board of Directors, or any person appointed by the Board, is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.
The Meeting’s resolution regarding item 15 must, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the Meeting. Resolution regarding item 16 requires the resolution to be supported by shareholders representing at least 9/10 of the votes cast as well as of the shares represented at the meeting.
Right to information
The Board of Directors and the Chief Executive Officer must, if a shareholder requests it and the Board considers that it can be made without considerable damage to the Company, provide information at the Annual General Meeting about conditions which may affect the estimation of the Company or of the subsidiaries financial situation to another group company.
The Annual Report and Audit report, proxies and full proposals as stated above that will be put forward to the Meeting will be available on the Company website https://www.vivesto.com and at Oasmia Pharmaceutical AB, Vallongatan 1, Uppsala, Sweden, phone +46 18 50 54 40, not later than three weeks prior to the Annual General Meeting and will be sent to shareholders upon request.
Shares and votes
The Company’s shares are issued in one series. All shares carrying equal voting rights at the General Meeting. There are in total 107,209,310 shares in the Company, accordingly there are in total 107,209,310 votes.
Uppsala August 26, 2016
The Board of Directors for Oasmia Pharmaceutical AB (publ.)
Notes to editors:
About Oasmia Pharmaceutical AB
Oasmia Pharmaceutical AB develops, manufactures, markets and sells new generations of drugs in the field of human and veterinary oncology. The company’s product development aims to create and manufacture novel nanoparticle formulations and drug-delivery systems based on well-established cytostatics which, in comparison with current alternatives, show improved properties, reduced side-effects, and expanded applications. The company’s product development is based on its proprietary in-house research and company patents. Oasmia is listed on NASDAQ Capital Markets (OASM.US), Frankfurt Stock Exchange (OMAX.GR, ISIN SE0000722365) and NASDAQ Stockholm (OASM.ST).