Establishment of Balance Sheet and Income Statement
The Annual General Meeting established the Balance Sheet, Income Statement, Consolidated Accounts and Financial report. It was resolved that share premium reserve SEK 573 438 611, accumulated profit of SEK -194 851 017, and profit for the year SEK -72 403 512, in total SEK 306 184 028, shall be carried forward.
The Board of Directors and auditors
The Annual General Meeting discharged the Board of Directors and the Chief Executive Officer from liability for the fiscal year 2012/2013. The AGM made a resolution that the Board shall consist of seven regular members without deputies. The AGM re-elected the Board members Joel Citron, Martin Nicklasson, Jan Lundberg, Horst Domdey, Bo Cederstrand and Julian Aleksov. The meeting also elected Alexander Kotsinas as a new regular Member of the Board until the next Annual General Meeting. Joel Citron was elected as Chairman of the Board. Ernst & Young AB, with principal auditor Björn Ohlsson, was elected as auditors.
Remuneration to the Board and auditors
The AGM established that a member of the Board not employed by the company shall receive remuneration amounting to SEK 150 000. The Chairman of the Board shall receive payment of SEK 175 000. Remuneration to a Board member may, by special agreement with Oasmia Pharmaceutical AB, be invoiced by a company wholly-owned by the Board member. In that case, the invoiced fee will be increased by the amount of social security contributions and VAT. Remuneration to the auditors shall be paid according to bill.
Guidelines for remuneration to senior managers
The AGM approved the guidelines for remuneration to senior managers proposed by the Board.
The AGM approved the proposal concerning criteria for the selection of a nomination committee for the AGM 2013.
The Board’s proposal for decision to issue of warrants to the Board of Directors and the Management
The AGM decided, in accordance with the Board of Directors suggestion, to, with derogation of the shareholders preferential rights, to issue 1 050 000 warrants to Oasmia Animal Health AB. Subscription shall be made not later than October 3, 2013. Oasmia Animal Health AB has the right, and obligation, to, after subscription, sell the warrants to the Board of Directors and management. The Board of Directors consists of six members whom can each buy 100 000 warrants and the management consists of nine members whom can each buy up to 50 000 warrants. The transfer shall be made to market rates based on the Black & Scholes-model.
Each warrant is a right to the holder to subscribe for one newly issued share in the Company for a price of 17,10 SEK. Subscription of shares with warrants shall be made in accordance with the terms of the warrant during the period January 1, 2014 until August 15, 2014. The newly issued shares will entitle to dividend from the fiscal year 2014/2015.
The Chief Executive Officer, or the person appointed by the Board, may make minor changes in the decisions that can be deemed to be necessary in the connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.
The Board’s proposal for the authorization of repurchase and transfer the company´s own shares
The AGM made a resolution to, in accordance with the proposal by the Board, authorize 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 does not exceed 10 per cent of the total number of shares in the company. The shares shall be purchased on NASDAQ OMX 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 shall also 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 OMX 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 OMX 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.
Authorization for the Board to make decisions on issue of new shares and convertible debt instruments
The AGM made a resolution to, in accordance with the proposal by the Board, authorize the Board to make, at one or more occasions, with or without deviation from shareholders’ preferential rights, new share issues for cash payment and/or in kind or offset, or otherwise in accordance with cpt 13 § 7 of the Companies Act, and new issues of warrants for cash payment and/or in kind or offset, or otherwise in accordance with cpt 14 § 5 of the Companies Act, and new issues of convertibles for cash payment and/or in kind or offset, or otherwise in accordance with cpt 15 § 5 of the Companies Act. The total number of shares issued supported by the authorization may not exceed 16 000 000. The total number of warrants may not exceed 16 000 000 shares.The total number of convertibles issued supported by the authorization may not exceed more convertibles than enables conversion to 16 000 000 shares.
About Oasmia Pharmaceutical AB
Oasmia Pharmaceutical AB develops 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 OMX Stockholm (OASM) and the Frankfurt Stock Exchange (OMAX, ISIN SE0000722365).