At the Annual General Meeting of Oasmia Pharmaceutical AB on 9 September 2020 the following resolutions were adopted. All resolutions were in accordance with the proposals described in detail in the general meeting documents which are available at the company’s website, www.oasmia.com.
- The income statements and balance sheets of the company and the group for the financial year 2019/2020 were adopted.
- All available profits were carried forward and no dividend declared.
- The members of the Board of Directors and the CEO were discharged from liability for the financial year 2019/2020.
- It was resolved that the number of directors shall be four, without alternates, in accordance with the Nomination Committee’s revised proposal.
- It was resolved that the Board of Directors’ fees shall be distributed as follows:
- SEK 500,000 to the Chairman of the Board of Directors and SEK 250,000 to each of the other Directors not employed by the Company; and
- SEK 50,000 to the Chairman of the audit committee and SEK 25,000 to each of the other members of the audit committee and SEK 50,000 to the Chairman of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee.
- It was resolved that the auditor’s fee shall be paid on the basis of approved invoices.
- Anders Härfstrand, Hege Hellström, Birgit Stattin Norinder and Peter Zonabend were re-elected members of the Board of Directors, in accordance with the Nomination Committee’s revised proposal.
- Anders Härfstrand was re-elected Chairman of the Board of Directors.
- KPMG AB was re-elected auditor, with the authorized public accountant Duane Swanson appointed as auditor-in-charge.
- It was resolved to adopt principles for appointment of a Nomination Committee before the Annual General Meeting 2021 and instructions for the Nomination Committee.
- It was resolved to adopt guidelines for remuneration to senior executives.
- It was resolved to amend the Articles of Associations’ provision on the fiscal year of the company (from May 1-April 30 to January 1-December 31, meaning that the current fiscal year will be shortened and cover the period May 1-December 31), to adopt new provisions in the Articles of Association regarding collection of proxy forms, voting by post and presence of third parties at general meetings, as well as certain amendments due to legislative changes.
- It was resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on one or more issues 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 or without deviation from the shareholders’ pre-emption rights. The issue resolution may be an issue in kind or an issue by way of set-off and/or 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 based on the share price at the time of the issue (or in case of warrants or convertibles, with the share price as basis for a market valuation), decreased by any discount in line with market practice that the Board of Directors deems necessary. All other terms are decided by the Board of Directors, but shall be in line with market practice. A maximum of 89,673,909 shares, which corresponds to twenty percent of the total number of outstanding shares in the company at the time of the Annual General Meeting, may be issued under the authorization (including any new shares following the exercise or conversion of warrants and convertible instruments issued under the authorization).
- It was resolved to adopt an incentive scheme for senior executives. The incentive scheme consists of up to 400,000 employee stock options which can be exercised with so called vesting terms during a period of 36 months from the grant of employee stock options up to and including 12 months thereafter. Each employee stock option entitles the holder to purchase one share in the company at a price equal to 150 per cent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during the two-week period prior to allotment. The right to be allotted employee stock option shall be vested with senior executives recruited during 2020. The employee stock options are issued free of charge. The Board of Directors, or a remuneration committee appointed within the Board of Directors, shall be responsible for preparing the detailed terms and conditions of the incentive scheme, in accordance with the above-mentioned terms and guidelines. In relation thereto, the Board of Directors shall be entitled to make adjustments in order to fulfil specific regulations and market conditions abroad. The Board of Directors also reserves the right to make adjustments in the incentive scheme in the event there are significant changes in the company or in its environment which would mean that the conditions for exercising the options no longer are appropriate.
For more information:
Francois Martelet, Chief Executive Officer
Phone: +46 18-50 54 40
About Oasmia Pharmaceutical
Oasmia Pharmaceutical AB develops, manufactures, markets and sells an improved generation of drugs within human and veterinary oncology. Oasmia produces novel formulations of well-established cytostatic agents which show improved performance, an improved side-effect profile and a wider range of therapeutic areas compared with existing alternatives. Product development is based on Oasmia’s proprietary technology platform XR17. Oasmia has been successful in moving its first product candidate, Apealea® (paclitaxel micellar), through clinical development, and has received market authorization in the European Union and other territories. Oasmia is in the process of transitioning into the commercialization phase of the product Apealea and making the product accessible to patients via its partnership with Elevar and its existing operations and partnerships in its retained territories. The company’s shares are traded on Nasdaq Stockholm (ticker: OASM). Visit www.oasmia.com for further information.